Common use of Submission to Jurisdiction; Agent for Service Clause in Contracts

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Court in The City of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Appears in 4 contracts

Samples: Underwriting Agreement (Talisman Energy Inc), Underwriting Agreement (Talisman Energy Inc), Underwriting Agreement (Talisman Energy Inc)

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Submission to Jurisdiction; Agent for Service. The Company Each of BFI and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of BFI and the Parent has appointed CT Corporation System Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company represents If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and warrants the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Company Parent shall be deemed, in every respect, effective service of process upon BFI or the CompanyParent, as applicable.

Appears in 4 contracts

Samples: Brookfield Asset Management Inc., Brookfield Asset Management Inc., Brookfield Asset Management Inc.

Submission to Jurisdiction; Agent for Service. The Company Each of BFI and the Parent hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of BFI and the Parent has appointed CT Corporation System Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 200 Xxxxx Xxxxxx, 15th Floor, New York, New York 10281-1023 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company represents If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and warrants the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Company Parent shall be deemed, in every respect, effective service of process upon BFI or the CompanyParent, as applicable.

Appears in 3 contracts

Samples: Underwriting Agreement (BROOKFIELD Corp /On/), Underwriting Agreement (BROOKFIELD Corp /On/), BROOKFIELD Corp /On/

Submission to Jurisdiction; Agent for Service. The Company Each of BFI and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of BFI and the Parent has appointed CT Corporation System Torys LLP, 1114 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000.0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of Torys LLP specified above and any domicile that Torys LLP may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company represents If for any reason Torys LLP (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and warrants the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Company Parent shall be deemed, in every respect, effective service of process upon BFI or the CompanyParent, as applicable.

Appears in 3 contracts

Samples: Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.), Brookfield Asset Management Inc.

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Court in The City the city of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Talisman Energy Inc), Underwriting Agreement (Talisman Energy Inc)

Submission to Jurisdiction; Agent for Service. The Company Each of BFI and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of BFI and the Parent has appointed CT Corporation System Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Xxxxx Street, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company represents If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and warrants the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Company Parent shall be deemed, in every respect, effective service of process upon BFI or the CompanyParent, as applicable.

Appears in 2 contracts

Samples: Underwriting Agreement (Brookfield Asset Management Inc.), Brookfield Asset Management Inc.

Submission to Jurisdiction; Agent for Service. The Company hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed CT Corporation System Torys LLP, 1114 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000.0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of Torys LLP specified above and any domicile that Torys LLP may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason Torys LLP (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. The Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Appears in 2 contracts

Samples: Brookfield Asset (Brookfield Asset Management Inc.), Brookfield Asset Management Inc.

Submission to Jurisdiction; Agent for Service. The Company CI hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company CI has appointed CT Corporation System Xxxxxxx & Associates (“Xxxxxxx”), 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of Xxxxxxx specified above and any domicile that Xxxxxxx may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company If for any reason Xxxxxxx (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, CI will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. CI represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process process, and CI agrees to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company CI shall be deemed, in every respect, effective service of process upon the CompanyCI.

Appears in 2 contracts

Samples: CI Financial Corp., CI Financial Corp.

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agents or any indemnified party. The Company has appointed CT Corporation System Corp, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agents, the directors, officers, partners, employees and agents of the Agents and each affiliate of the Agents, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agents, the directors, officers, partners, employees and agents of the Agents and each respective affiliate of the Agents, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agents in accordance with its terms. Very truly yours, IMPERIAL PETROLEUM INC. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Co-President VIRTU AMERICAS LLC By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director Schedule A Individuals Permitted to Authorize Sales of Shares Schedule A-1 Schedule B Form of Transaction Notice From: Imperial Petroleum Inc. To: Maxim Group LLC and/or Virtu Americas LLC Subject: Transaction Notice Date: [•], 202__ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Imperial Petroleum Inc. (the “Company”), Maxim Group LLC and Virtu Americas LLC (“Agents”), dated December [2], 2022, the Company hereby requests that the Agents sell up to [•] shares of the Company’s common stock, par value $0.01 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule C Individuals to Which Notice Can Be Given • • Schedule D List of Subsidiaries Company Country of Incorporation Volume Jet Trading Inc. Xxxxxxxx Islands Nirvana Product Trading Inc. Xxxxxxxx Islands King of Hearts Inc. Liberia Raw Commodities and Exports Inc. Xxxxxxxx Islands Dry Bulk International Trading and Shipping Inc. Xxxxxxxx Islands Tankpunk Inc. Xxxxxxxx Islands International Crude and Product Enterprises Inc. Xxxxxxxx Islands Petroleum Trading and Shipping Inc. Xxxxxxxx Islands Clean Power Inc. Liberia

Appears in 1 contract

Samples: Equity Distribution Agreement (Imperial Petroleum Inc./Marshall Islands)

Submission to Jurisdiction; Agent for Service. Except as set forth below, no claim arising out of or in any way relating to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company irrevocably hereby consents to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (ithe "Authorized Agent") agrees that upon whom process may be served in any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby herein which may be instituted in any Court in The City of New YorkYork Court, (ii) waivesby the Agent, to the fullest extent it may effectively do sodirectors, any objection which it may now or hereafter have to the laying of venue of any such proceeding or to the convenience officers, partners, employees and agents of the forum Agents and (iii) submits to each affiliate of the Agent, and expressly accept the non-exclusive jurisdiction of any such courts court in respect of any such suit, action or proceeding. The Company has appointed CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, TOP SHIPS INC. By: /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: CFO Confirmed as of the date first above mentioned. MAXIM GROUP LLC By /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking 31 Schedule A Permitted Free Writing Prospectus None Schedule A-1 Schedule B Individuals Permitted to Authorize Sales of Shares Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx Schedule B-1 Schedule C Form of Transaction Notice From: Top Ships Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 202__ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Top Ships Inc. (the "Company"), and Maxim Group LLC ("Agent"), dated February [●], 2020, the Company hereby requests that the Agent sell up to [•] of the Company's common shares, par value $0.01 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule D Individuals to Which Notice Can Be Given • Xxxxxxx Xxxxxx, xxxxxxx@xxxxxxxx.xxx, (000) 000-0000 • Xxxxxxx Xxxxxxx, xxxxxxxx@xxxxxxxx.xxx, (000) 000-0000 Schedule E-1 List of Subsidiaries Subsidiary Country of Incorporation Top Tanker Management Inc. Xxxxxxxx Islands Xxxxxx International Co Xxxxxxxx Islands Monte Carlo One Shipping Company Limited Xxxxxxxx Islands Monte Carlo Seven Shipping Company Limited Xxxxxxxx Islands Monte Carlo 37 Shipping Company Limited Xxxxxxxx Islands Monte Carlo 39 Shipping Company Limited Xxxxxxxx Islands Monte Xxxxx XXX Shipping Company Limited Xxxxxxxx Islands Monte Carlo 71 Shipping Company Limited Xxxxxxxx Islands Gramos Shipping Company Inc. Xxxxxxxx Islands Style Maritime Ltd. Xxxxxxxx Islands Jasmin Finance Limited Xxxxxxxx Islands Astarte International Inc. Xxxxxxxx Islands PCH77 Shipping Company Limited Xxxxxxxx Islands Eco Seven Inc. Xxxxxxxx Islands PCH Dreaming Inc. Xxxxxxxx Islands South California Inc. Xxxxxxxx Islands Malibu Warrior Inc. Xxxxxxxx Islands Santa Catalina Inc. Xxxxxxxx Islands Santa Xxxxxx Inc. Xxxxxxxx Islands Schedule E-1 Schedule E-2 Subsidiary Country of Incorporation Mytikas Shipping Company Limited Xxxxxxxx Islands Ilisos Shipping Company Limited Xxxxxxxx Islands Pylio Shipping Company Limited Liberia Falakro Shipping Company Limited Liberia Parnis Shipping Company Limited Xxxxxxxx Islands Schedule F Introduced Investors • CVI Investment • Anson • KBB Asset Management • Sabby Volatility Fund • Ayrton LLC • District 2 Capital • Bigger Capital • Empery Asset Management LP • Xxxxxx Bay Capital • Intracoastal Capital • Ionic Capital Management • Xxxx Partners • Oasis Capital • Obsidian Capital Management LLC

Appears in 1 contract

Samples: Equity Distribution Agreement (Top Ships Inc.)

Submission to Jurisdiction; Agent for Service. The Company CI hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company CI has appointed CT Corporation System as Pxxxxxx & Associates (“Pxxxxxx”), 850 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 xx its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of Pxxxxxx specified above and any domicile that Pxxxxxx may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company If for any reason Pxxxxxx (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, CI will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. CI represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process process, and CI agrees to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company CI shall be deemed, in every respect, effective service of process upon the CompanyCI.

Appears in 1 contract

Samples: CI Financial Corp.

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agent, the directors, officers, partners, employees and agents of the Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, CASTOR MARITIME INC. By: Name: Xxxxxx Xxxxxxxxxxxx Title: Chairman, Chief Executive Officer and Chief Financial Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By: Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking SCHEDULE A PERMITTED FREE WRITING PROSPECTUS None SCHEDULE B INDIVIDUALS PERMITTED TO AUTHORIZE SALES OF SHARES Xxxxxx Xxxxxxxxxxxx SCHEDULE C FORM OF TRANSACTION NOTICE From: Castor Maritime Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 202 Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Amended and Restated Equity Distribution Agreement between Castor Maritime Inc. (the “Company”), and Maxim Group LLC (“Agent”), dated [•], 2022, the Company hereby requests that the Agent sell up to [•] of the Company’s common shares, par value $0.001 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. SCHEDULE D INDIVIDUALS TO WHICH NOTICE CAN BE GIVEN For Maxim Group LLC: Xxxx Xxxxxx Office: (000) 000-0000 Email: xxxxxxx@xxxxxxxx.xxx Xxxxxx Xxxxxx Office: (000) 000-0000 Email: xxxxxxx@xxxxxxxx.xxx For Castor Maritime Inc. xxxxxxxxx@xxxxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxx.xxx SCHEDULE E FORMS OF OPINION AND DISCLOSURE LETTER OF XXXXXXXX & XXXXXXXX SCHEDULE F FORM OF OPINION OF XXXXXX & XXXXXX LLP

Appears in 1 contract

Samples: Equity Distribution Agreement (Castor Maritime Inc.)

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System Xxxxxx Xxxxxx & Xxxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agent, the directors, officers, partners, employees and agents of the Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, TOP SHIPS INC. By /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: Chief Financial Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Co-Head of Investment Banking Schedule A Permitted Free Writing Prospectus None Schedule A Schedule B Individuals Permitted to Authorize Sales of Shares Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx Schedule B Schedule C Form of Transaction Notice From: Top Ships Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 202__ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Top Ships Inc. (the “Company”), and Maxim Group LLC (“Agent”), dated May [24], 2024, the Company hereby requests that the Agent sell up to [•] of the Company’s common shares, par value $0.01 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule C Schedule D Individuals to Which Notice Can Be Given ● Xxxxxxx Xxxxxx, xxxxxxx@xxxxxxxx.xxx, (000) 000-0000 ● Xxxxxxx Xxxxxxx, xxxxxxxx@xxxxxxxx.xxx, (000) 000-0000 Schedule D Schedule E-1 List of Subsidiaries Subsidiary Jurisdiction Top Tanker Management Inc. Republic of the Xxxxxxxx Islands Monte Carlo Seven Shipping Company Limited Republic of the Xxxxxxxx Islands Monte Carlo 39 Shipping Company Limited Republic of the Xxxxxxxx Islands PCH Dreaming Inc. Republic of the Xxxxxxxx Islands South California Inc. Republic of the Xxxxxxxx Islands Malibu Warrior Inc. Republic of the Xxxxxxxx Islands Augustus Enterprises Inc. Republic of the Xxxxxxxx Islands Roman Empire Inc. Republic of the Xxxxxxxx Islands Athenean Empire Inc. Republic of the Xxxxxxxx Islands Xxxxxx Xxxxxx Inc. Republic of the Xxxxxxxx Islands Legio X Inc. Republic of the Xxxxxxxx Islands Eco Oceano Ca Inc. Republic of the Xxxxxxxx Islands California 19 Inc. Republic of the Xxxxxxxx Islands California 20 Inc. Republic of the Xxxxxxxx Islands Rubico Inc. Republic of the Xxxxxxxx Islands Schedule E-1 Schedule E-2 Subsidiary Country of Incorporation Ilisos Shipping Company Limited Xxxxxxxx Islands Pylio Shipping Company Limited Liberia Falakro Shipping Company Limited Liberia Parnis Shipping Company Limited Xxxxxxxx Islands

Appears in 1 contract

Samples: Equity Distribution Agreement (Top Ships Inc.)

Submission to Jurisdiction; Agent for Service. Except as set forth below, no claim arising out of or in any way relating to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company irrevocably hereby consents to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (ithe "Authorized Agent") agrees that upon whom process may be served in any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby herein which may be instituted in any Court in The City of New YorkYork Court, (ii) waivesby the Agent, to the fullest extent it may effectively do sodirectors, any objection which it may now or hereafter have to the laying of venue of any such proceeding or to the convenience officers, partners, employees and agents of the forum Agents and (iii) submits to each affiliate of the Agent, and expressly accept the non-exclusive jurisdiction of any such courts court in respect of any such suit, action or proceeding. The Company has appointed CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, TOP SHIPS INC. By: /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: Chief Financial Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking 38 Schedule A Permitted Free Writing Prospectus None Schedule A-1 Schedule B Individuals Permitted to Authorize Sales of Shares Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx Schedule B-1 Schedule C Form of Transaction Notice From: Top Ships Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 202__ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Top Ships Inc. (the "Company"), and Maxim Group LLC ("Agent"), dated March [●], 2020, the Company hereby requests that the Agent sell up to [•] of the Company's common shares, par value $0.01 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule D Individuals to Which Notice Can Be Given • Xxxxxxx Xxxxxx, xxxxxxx@xxxxxxxx.xxx, (000) 000-0000 • Xxxxxxx Xxxxxxx, xxxxxxxx@xxxxxxxx.xxx, (000) 000-0000 Schedule D-1 Schedule E-1 List of Subsidiaries Top Tanker Management Inc. XXXXXXXX ISLANDS Mytikas Shipping Company Limited XXXXXXXX ISLANDS Xxxxxx International Co XXXXXXXX ISLANDS Monte Carlo One Shipping Company Limited XXXXXXXX ISLANDS Monte Carlo Seven Shipping Company Limited XXXXXXXX ISLANDS Monte Carlo 37 Shipping Company Limited XXXXXXXX ISLANDS Monte Carlo 39 Shipping Company Limited XXXXXXXX ISLANDS Monte Xxxxx XXX Shipping Company Limited XXXXXXXX ISLANDS Monte Carlo 71 Shipping Company Limited XXXXXXXX ISLANDS Gramos Shipping Company Inc. XXXXXXXX ISLANDS Style Maritime Ltd. XXXXXXXX ISLANDS Jasmin Finance Limited XXXXXXXX ISLANDS Astarte International Inc. XXXXXXXX ISLANDS PCH77 Shipping Company Limited XXXXXXXX ISLANDS Eco Seven Inc. XXXXXXXX ISLANDS PCH Dreaming Inc. XXXXXXXX ISLANDS South California Inc. XXXXXXXX ISLANDS Malibu Warrior Inc. XXXXXXXX ISLANDS Santa Catalina Inc. XXXXXXXX ISLANDS Santa Xxxxxx Marine Inc. XXXXXXXX ISLANDS Schedule E-1 Schedule E-2 Subsidiary Country of Incorporation Mytikas Shipping Company Limited Xxxxxxxx Islands Ilisos Shipping Company Limited Xxxxxxxx Islands Pylio Shipping Company Limited Liberia Falakro Shipping Company Limited Liberia Parnis Shipping Company Limited Xxxxxxxx Islands Schedule F Introduced Investors • CVI Investment • Anson • KBB Asset Management • Sabby Volatility Fund • Ayrton LLC • District 2 Capital • Bigger Capital • Empery Asset Management LP • Xxxxxx Bay Capital • Intracoastal Capital • Ionic Capital Management • Xxxx Partners • Oasis Capital • Obsidian Capital Management LLC

Appears in 1 contract

Samples: Equity Distribution Agreement (Top Ships Inc.)

Submission to Jurisdiction; Agent for Service. The Company hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed CT Corporation System System, 100 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of CT Corporation System specified above and any domicile that CT Corporation System may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. The Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Appears in 1 contract

Samples: Brookfield Asset (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Authorized Agent, the directors, officers, partners, employees and agents of the Authorized Agent and each affiliate of the Authorized Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Authorized Agent, the directors, officers, partners, employees and agents of the Authorized Agent and each respective affiliate of the Authorized Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, EUROSEAS LTD. By: /s/ Xx. Xxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxx Xxxxxxx Title: Chief Financial Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking 40 Schedule A Permitted Free Writing Prospectus None. Schedule A-1 Schedule B Individuals Permitted to Authorize Sales of Shares • Simos Pariaros - xxx@xxxxxxxx.xx • Xxxxx Xxxxxxx - xxx@xxxxxxxx.xx Schedule B-1 Schedule C Form of Transaction Notice From: Euroseas Ltd To: Maxim Group LLC Subject: Transaction Notice Date: [•], 201 __ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Euroseas Ltd. (the “Company”), and Maxim Group LLC (“Agent”), dated October 30, 2018, the Company hereby requests that the Agent sell up to [•] of the Company’s common shares, par value $0.03 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule C-1 Schedule D Individuals to Which Notice Can Be Given • Xxxxxxx Xxxxxx, Head of Equity Trading, xxxxxxx@xxxxxxxx.xxx • Xxxx Xxxxxxx - xxxxxxxx@xxxxxxxx.xxx • Xxxxxx Xxxxxx - xxxxxxx@xxxxxxxx.xxx Schedule E List of Subsidiaries Subsidiary Country of Incorporation Xxxxxx Shipping Limited Liberia Xxxxxx Maritime Ltd Liberia Noumea Shipping Ltd Liberia Athens Shipping Ltd Xxxxxxxx Islands Bridge Shipping Ltd Xxxxxxxx Islands Corfu Navigation Ltd Xxxxxxxx Islands Xxxxxxxx Xxxx Shipping Ltd Xxxxxxxx Islands Manolis Shipping Limited Xxxxxxxx Islands Oinousses Navigation Ltd Xxxxxxxx Islands Allendale Investments S.A. Panama Alterwall Business Inc. Panama

Appears in 1 contract

Samples: Equity Distribution Agreement (Euroseas Ltd.)

Submission to Jurisdiction; Agent for Service. The Company Each of the UK Issuer, BFI and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of the UK Issuer, BFI and the Parent has appointed CT Corporation System Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Issuers and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. The Company represents Issuers and warrants the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees the Issuers and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company UK Issuer, BFI or the Parent shall be deemed, in every respect, effective service of process upon the CompanyUK Issuer, BFI or the Parent, as applicable.

Appears in 1 contract

Samples: Brookfield Asset Management Inc.

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System IceCure Medical Inc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agent, the directors, officers, partners, employees and Agent of the Agent and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and Agent of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Cayman Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, ICECURE MEDICAL LTD. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Co-President Schedule 1(a)(xxi)(B) SCHEDULE A PERMITTED FREE WRITING PROSPECTUS SCHEDULE B INDIVIDUALS PERMITTED TO AUTHORIZE SALES OF SHARES SCHEDULE C FORM OF TRANSACTION NOTICE SCHEDULE D INDIVIDUALS TO WHICH NOTICE CAN BE GIVEN SCHEDULE E FORM OF ALTERNATE CFO CERTIFICATE

Appears in 1 contract

Samples: Equity Distribution Agreement (IceCure Medical Ltd.)

Submission to Jurisdiction; Agent for Service. The Company Each of BFI and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of BFI and the Parent has appointed CT Corporation System Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Xxxxx Street, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company represents If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and warrants the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Company Parent shall be deemed, in every respect, effective service of process upon BFI or the CompanyParent, as applicable.

Appears in 1 contract

Samples: Brookfield Asset Management Inc.

Submission to Jurisdiction; Agent for Service. The Company Each of US LLC and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate or limited liability company (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Parent has appointed CT Corporation System Torys LLP, 1114 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000.0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of Torys LLP specified above and any domicile that Torys LLP may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason Torys LLP (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. The Company Parent represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process and process, the Parent agrees to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company Parent shall be deemed, in every respect, effective service of process upon the CompanyParent.

Appears in 1 contract

Samples: Underwriting Agreement (Brookfield Asset Management Inc.)

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Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agent, the directors, officers, partners, employees and agents of the Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. Please sign and return to the Company the enclosed duplicates of this Agreement whereupon this Agreement and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, XXXXX SHIPPING INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director, Chief Financial Officer, Chief Strategy Officer, Treasurer & Secretary Confirmed as of the date first above mentioned. MAXIM GROUP LLC By: _/s/ Xxxxxxxx X. Teller___________ Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking [Signature page to Xxxxx Shipping Inc. Equity Distribution Agreement] Schedule A Permitted Free Writing Prospectus [None.] Schedule B Individuals Permitted to Authorize Sales of Shares Xxxxxxx Xxxxxxxxx Chief Financial Officer Lefteris Papatrifon Chief Operating Officer Schedule C Form of E-mail or Telecopy Confirmation [COMPANY LETTERHEAD] Date: ______________ Xxxx Xxxxxx, Head of Equity Trading Maxim Group LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 RE: E-mail Confirmation to Sell Stock Utilizing the Equity Distribution Agreement Xxxx Xxxxxx and Maxim Equity Trading Team: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Xxxxx Shipping Inc. (the "Company") and Maxim Group LLC ("Maxim") dated April __, 2021 (the "Agreement"), we hereby confirm our request by e-mail transmission on behalf of the Company that Maxim is authorized to sell for a period of up to _________ business days, up to ______________ shares of the Company's Common Stock at a minimum market price of $________ per share. Thanks for all your help and please contact us with any questions, Sincerely, Xxxxx Shipping Inc. ___________________________ Name: Title: Title Schedule D Individuals to Which Notice Can Be Given For Maxim Group LLC: Xxxxx Xxxxxx Office: (000) 000-0000 Fax: (000) 000-0000 xxxxxxx@xxxxxxxx.xxx Xxxxxxxx Xxxxxx Office: (000) 000-0000 Fax: (000) 000-0000 xxxxxxx@xxxxxxxx.xxx For Xxxxx Shipping Inc.: Xxxxxxx Xxxxxxxxx Office: +0 000 00 000 000 0000 xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Lefteris Papatrifon Office: +0 000 00 000 000 0000 xxxxxxxx@xxxxxxxx.xxx Schedule E-1 Subsidiary Country of Incorporation Aerik Shipping Company Inc. Xxxxxxxx Islands Ailuk Shipping Company Inc. Xxxxxxxx Islands Aster Shipping Company Inc. Xxxxxxxx Islands Bikar Shipping Company Inc. Xxxxxxxx Islands Bikini Shipping Company Inc. Xxxxxxxx Islands Bokak Shipping Company Inc. Xxxxxxxx Islands Ebadon Shipping Company Inc. Xxxxxxxx Islands Erikub Shipping Company Inc. Xxxxxxxx Islands Fayo Shipping Company Inc. Xxxxxxxx Islands Gala Properties Inc. Xxxxxxxx Islands Guam Shipping Company Inc. Xxxxxxxx Islands Jabat Shipping Company Inc. Xxxxxxxx Islands Jaluit Shipping Company Inc. Xxxxxxxx Islands Jemo Shipping Company Inc. Xxxxxxxx Islands Kaben Shipping Company Inc. Xxxxxxxx Islands Kili Shipping Company Inc. Xxxxxxxx Islands Xxxx Shipping Company Inc. Xxxxxxxx Islands Lae Shipping Company Inc. Xxxxxxxx Islands Lelu Shipping Company Inc. Xxxxxxxx Islands Lib Shipping Company Inc. Xxxxxxxx Islands Majuro Shipping Company Inc. Xxxxxxxx Islands Makur Shipping Company Inc. Xxxxxxxx Islands Mandaringina Inc. Xxxxxxxx Islands Mejato Shipping Company Inc. Xxxxxxxx Islands Namu Shipping Company Inc. Xxxxxxxx Islands Palau Shipping Company Inc. Xxxxxxxx Islands Pulap Shipping Company Inc. Xxxxxxxx Islands Rairok Shipping Company Inc. Xxxxxxxx Islands Rakaru Shipping Company Inc. Xxxxxxxx Islands Taka Shipping Company Inc. Xxxxxxxx Islands Taroa Shipping Company Inc. Xxxxxxxx Islands Toku Shipping Company Inc. Xxxxxxxx Islands Tuvalu Shipping Company Inc. Xxxxxxxx Islands Ujae Shipping Company Inc. Xxxxxxxx Islands Wake Shipping Company Inc. Xxxxxxxx Islands Weno Shipping Company Inc. Xxxxxxxx Islands Wotho Shipping Company Inc. Xxxxxxxx Islands Buenos Aires Compania Armadora S.A. Panama Cerada International S.A. Panama Changame Compania Armadora S.A. Panama Chorrera Compania Armadora S.A. Panama Cypres Enterprises Corp. Panama Darien Compania Armadora S.A. Panama Xxxxx Ship Management Inc. Xxxxxxxx Islands Xxxxx Shipping Services S.A. Panama Xxxxx Marine S.A. Panama Husky Trading, S.A. Panama Panama Compania Armadora S.A. Panama Skyvan Shipping Company S.A. Panama Texford Maritime S.A. Panama Xxxxxx Bay Trading, S.A. Panama Vesta Commercial, S.A. Panama Marfort Navigation Company Limited Cyprus Silver Chandra Shipping Company Limited Cyprus Bulk Carriers (USA) LLC United States (Delaware)

Appears in 1 contract

Samples: Distribution Agreement (Diana Shipping Inc.)

Submission to Jurisdiction; Agent for Service. The Company Each of US LLC and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate or limited liability company (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of US LLC and the Parent has appointed CT Corporation System Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 200 Xxxxx Xxxxxx, 15th Floor, New York, New York 10281-1023 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company represents If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, US LLC and warrants the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. US LLC and the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees US LLC and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to US LLC or the Company Parent shall be deemed, in every respect, effective service of process upon US LLC or the CompanyParent, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (BROOKFIELD Corp /On/)

Submission to Jurisdiction; Agent for Service. The Company Each of the UK Issuer and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of the UK Issuer and the Parent has appointed CT Corporation System Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Xxxxx Street, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the UK Issuer and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. The Company represents UK Issuer and warrants the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees the UK Issuer and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company UK Issuer or the Parent shall be deemed, in every respect, effective service of process upon the CompanyUK Issuer or the Parent, as applicable.

Appears in 1 contract

Samples: Brookfield Asset Management Inc.

Submission to Jurisdiction; Agent for Service. The Company Each of US LLC and the Parent hereby irrevocably (i) agrees agree that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate or limited liability company (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Each of US LLC and the Parent has appointed CT Corporation System Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Xxxxx Street, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The Company represents If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, US LLC and warrants the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. US LLC and the Parent represent and warrant that the Authorized Agent has agreed to act as such said agent for service of process process, and agrees US LLC and the Parent agree to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to US LLC or the Company Parent shall be deemed, in every respect, effective service of process upon US LLC or the CompanyParent, as applicable.

Appears in 1 contract

Samples: Brookfield Asset Management Inc.

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System Xxxxxx Xxxxxx & Xxxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agent, the directors, officers, partners, employees and agents of the Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, TOP SHIPS INC. By /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: Chief Financial Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Co-President Schedule A Permitted Free Writing Prospectus None Schedule B Individuals Permitted to Authorize Sales of Shares Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx Schedule B-1 Schedule C Form of Transaction Notice From: Top Ships Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 202__ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Top Ships Inc. (the “Company”), and Maxim Group LLC (“Agent”), dated [●], 2022, the Company hereby requests that the Agent sell up to [•] of the Company’s common shares, par value $0.01 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule D Individuals to Which Notice Can Be Given · Xxxxxxx Xxxxxx, xxxxxxx@xxxxxxxx.xxx, (000) 000-0000 · Xxxxxxx Xxxxxxx, xxxxxxxx@xxxxxxxx.xxx, (000) 000-0000 Schedule E-1 List of Subsidiaries Top Tanker Management Inc. XXXXXXXX ISLANDS Mytikas Shipping Company Limited XXXXXXXX ISLANDS Xxxxxx International Co XXXXXXXX ISLANDS Monte Carlo One Shipping Company Limited XXXXXXXX ISLANDS Monte Carlo Seven Shipping Company Limited XXXXXXXX ISLANDS Monte Carlo 37 Shipping Company Limited XXXXXXXX ISLANDS Monte Carlo 39 Shipping Company Limited XXXXXXXX ISLANDS Monte Xxxxx XXX Shipping Company Limited XXXXXXXX ISLANDS Monte Carlo 71 Shipping Company Limited XXXXXXXX ISLANDS Gramos Shipping Company Inc. XXXXXXXX ISLANDS Style Maritime Ltd. XXXXXXXX ISLANDS Jasmin Finance Limited XXXXXXXX ISLANDS Astarte International Inc. XXXXXXXX ISLANDS PCH77 Shipping Company Limited XXXXXXXX ISLANDS Eco Seven Inc. XXXXXXXX ISLANDS PCH Dreaming Inc. XXXXXXXX ISLANDS South California Inc. XXXXXXXX ISLANDS Malibu Warrior Inc. XXXXXXXX ISLANDS Santa Catalina Inc. XXXXXXXX ISLANDS Santa Xxxxxx Marine Inc. XXXXXXXX ISLANDS Augustus Enterprises Inc. XXXXXXXX ISLANDS Roman Empire Inc. XXXXXXXX ISLANDS Athenean Empire Inc. XXXXXXXX ISLANDS Eco Oceano Ca Inc. XXXXXXXX ISLANDS Xxxxxx Xxxxxx Inc. XXXXXXXX ISLANDS Legio X Inc. XXXXXXXX ISLANDS Schedule E-2 Subsidiary Country of Incorporation Ilisos Shipping Company Limited Xxxxxxxx Islands Pylio Shipping Company Limited Liberia Falakro Shipping Company Limited Liberia Parnis Shipping Company Limited Xxxxxxxx Islands

Appears in 1 contract

Samples: Equity Distribution Agreement (Top Ships Inc.)

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System Sxxxxx & Kxxxxx LLP, One Battery Park Plaza, New York, New York 10004, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agent, the directors, officers, partners, employees and agents of the Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Mxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. EXECUTION VERSION If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, CASTOR MARITIME INC. By: Name: Pxxxxx Xxxxxxxxxxxx Title: Chairman, Chief Executive Officer and Chief Financial Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By: Name: Title: SCHEDULE A Permitted Free Writing Prospectus None SCHEDULE B Individuals Permitted to Authorize Sales of Shares Pxxxxx Xxxxxxxxxxxx SCHEDULE C Form of Transaction Notice From: Castor Maritime Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 202[•] Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Amended and Restated Equity Distribution Agreement between Castor Maritime Inc. (the “Company”), and Maxim Group LLC (“Agent”), dated May [•], 2023, the Company hereby requests that the Agent sell up to [•] of the Company’s common shares, par value $0.001 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. SCHEDULE D Individuals to Which Notice Can Be Given For Maxim Group LLC: [●] For Castor Maritime Inc. [●] SCHEDULE E Forms of opinion AND DISCLOSURE LETTER OF SXXXXXXX & cXXXXXXX SCHEDULE F Form of opinion OF SXXXXX & KXXXXX LLP

Appears in 1 contract

Samples: Equity Distribution Agreement (Castor Maritime Inc.)

Submission to Jurisdiction; Agent for Service. The Each of the Selling Shareholder and the Company hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions transaction contemplated hereby may be instituted in any Court state or federal court in The City of New YorkYork and in the respective courts of each party’s own corporate (or, (iiin the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or to the convenience federal court in The City of the forum New York and (iii) hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Each of the Selling Shareholder and the Company has appointed CT Corporation System Torys LLP, 1114 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000.0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions transaction contemplated hereby which may be instituted in any state or federal court in The City of New York Court by any Underwriter or by any person who controls any UnderwriterYork, expressly consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of Torys LLP specified above and any domicile that Torys LLP may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. The If for any reason Torys LLP (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Selling Shareholder and the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. Each of the Selling Shareholder and the Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process process, and each of the Selling Shareholder and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Selling Shareholder and the Company shall be deemed, in every respect, effective service of process upon the Selling Shareholder and the Company.

Appears in 1 contract

Samples: Norbord Inc.

Submission to Jurisdiction; Agent for Service. Except as set forth below, no claim arising out of or in any way relating to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company irrevocably hereby consents to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (ithe "Authorized Agent") agrees that upon whom process may be served in any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby herein which may be instituted in any Court in The City of New YorkYork Court, (ii) waivesby the Agent, to the fullest extent it may effectively do sodirectors, any objection which it may now or hereafter have to the laying of venue of any such proceeding or to the convenience officers, partners, employees and agents of the forum Agents and (iii) submits to each affiliate of the Agent, and expressly accept the non-exclusive jurisdiction of any such courts court in respect of any such suit, action or proceeding. The Company has appointed CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, CASTOR MARITIME INC. By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Chairman, Chief Executive Officer and Chief Financial Officer Confirmed as of the date first above mentioned MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking Schedule A Permitted Free Writing Prospectus None Schedule A Schedule B Individuals Permitted to Authorize Sales of Shares Xxxxxx Xxxxxxxxxxxx Schedule B Schedule C Form of Transaction Notice From: Castor Maritime Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 201 __ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Castor Maritime Inc. (the "Company"), and Maxim Group LLC ("Agent"), dated June 28, 2019, the Company hereby requests that the Agent sell up to [•] of the Company's common shares, par value $0.01 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule C Schedule D Individuals to Which Notice Can Be Given • Xxxxxxx Xxxxxx, xxxxxxx@xxxxxxxx.xxx, (000) 000-0000 • Xxxxxxx Xxxxxxx, xxxxxxxx@xxxxxxxx.xxx, (000) 000-0000 • Xxxxx Xxxxxx, xxxxxxx@xxxxxxxx.xxx, (000) 000-0000 • EJ Pures, xxxxxx@xxxxxxxx.xxx, (000) 000-0000 X0000 Schedule D Schedule E List of Subsidiaries Subsidiary Country of Incorporation Spetses Shipping Co. Xxxxxxxx Islands

Appears in 1 contract

Samples: Equity Distribution Agreement (Castor Maritime Inc.)

Submission to Jurisdiction; Agent for Service. Except as set forth below, no claim arising out of or in any way relating to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company irrevocably hereby consents to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed Sxxxxx & Kxxxxx LLP, Oxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (ithe "Authorized Agent") agrees that upon whom process may be served in any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby herein which may be instituted in any Court in The City of New YorkYork Court, (ii) waivesby the Agent, to the fullest extent it may effectively do sodirectors, any objection which it may now or hereafter have to the laying of venue of any such proceeding or to the convenience officers, partners, employees and agents of the forum Agents and (iii) submits to each affiliate of the Agent, and expressly accept the non-exclusive jurisdiction of any such courts court in respect of any such suit, action or proceeding. The Company has appointed CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Mxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, TOP SHIPS INC. By: Axxxxxxxxx Xxxxxxxx Name: Axxxxxxxxx Xxxxxxxx Title: Chief Financial Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By: /s/ Cxxxxxxx X. Xxxxxx Name: Cxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking 37

Appears in 1 contract

Samples: Equity Distribution Agreement (Top Ships Inc.)

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agent, the directors, officers, partners, employees and agents of the Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, CASTOR MARITIME INC. By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Chairman, Chief Executive Officer and Chief Financial Officer Confirmed as of the date first above mentioned. MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director,Head of Investment Banking Schedule A Permitted Free Writing Prospectus None Schedule A Schedule B Individuals Permitted to Authorize Sales of Shares Xxxxxx Xxxxxxxxxxxx Schedule B Schedule C Form of Transaction Notice From: Castor Maritime Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 202__ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Castor Maritime Inc. (the “Company”), and Maxim Group LLC (“Agent”), dated June 14, 2021, the Company hereby requests that the Agent sell up to [•] of the Company’s common shares, par value $0.001 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule C Schedule D Individuals to Which Notice Can Be Given For Maxim Group LLC: Xxxx Xxxxxx Office: (000) 000-0000 Email: xxxxxxx@xxxxxxxx.xxx Xxxxxx Xxxxxx Office: (000) 000-0000 Email: xxxxxxx@xxxxxxxx.xxx For Castor Maritime Inc. xxxxxxxxx@xxxxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxx.xxx Schedule D Schedule E List of Subsidiaries Subsidiary Country of Incorporation Spetses Shipping Co. Xxxxxxxx Islands Bistro Maritime Co. Xxxxxxxx Islands Pikachu Shipping Co. Xxxxxxxx Islands Bagheera Shipping Co. Xxxxxxxx Islands Pocahontas Shipping Co. Xxxxxxxx Islands Jumaru Shipping Co. Xxxxxxxx Islands Pumba Shipping Co. Xxxxxxxx Islands Super Mario Shipping Co. Xxxxxxxx Islands Kabamaru Shipping Co. Xxxxxxxx Islands Gamora Shipping Co. Xxxxxxxx Islands Rocket Shipping Co. Xxxxxxxx Islands Luffy Shipping Co. Xxxxxxxx Islands

Appears in 1 contract

Samples: Equity Distribution Agreement (Castor Maritime Inc.)

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that any legal suitExcept as set forth below, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter no claim arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed CT Corporation System Winston & Xxxxxx LLP, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Agent, the directors, officers, partners, employees and Agent of the Agent and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and Agent of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Cayman Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, XXX.XXXX GLOBAL CORPORATION By /s/ Xxxxxxx Xx Name: Xxxxxxx Xx Title: CEO, Director, Chairman of the Board Confirmed as of the date first above mentioned. MAXIM GROUP LLC By /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Co-President Schedule A Individuals Permitted to Authorize Sales of Shares Schedule A-1 Schedule B Form of Transaction Notice From: XXX.Xxxx Global Corporation To: Maxim Group LLC Subject: Transaction Notice Date: [●], 202 Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between XXX.Xxxx Global Corporation (the “Company”), Maxim Group LLC (“Agent”), dated August [ ], 2023, the Company hereby requests that the Agent sell up to [●] shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share, at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule C Individuals to Which Notice Can Be Given ● ● Schedule D List of Subsidiaries Company Country of Incorporation XXX.XXXX Limited Cayman Islands Atomic Evolution Limited Cayman Islands Boltbit Limited Cayman Islands Superlative Accelerating Infinite Limited British Virgin Islands Sustainable Available Innovative Limited British Virgin Islands Atomic Evolution SG Pte. Ltd. Singapore Sustainable Available Innovative Pte. Ltd. Singapore Sustainable Available Innovative Asia Limited Kazakhstan SAI US Inc. United States of America SAITEXH FIN OY Finland Silicon Asset Investment Limited Hong Kong Hangzhou Nengxiaojingjin Technology Co., Ltd. People’s Republic of China Hangzhou Dareruohan Technology Co., Ltd. (WOFE) People’s Republic of China Nanjing SuanNengWuXian Technology Co., Ltd. People’s Republic of China

Appears in 1 contract

Samples: Equity Distribution Agreement (SAI.TECH Global Corp)

Submission to Jurisdiction; Agent for Service. The Company irrevocably (i) agrees that Except as set forth below, no claim, counterclaim or dispute or any legal suit, action kind or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter nature whatsoever arising out of or based upon in any way relating to this Agreement or the transactions contemplated hereby (each, a “Claim”) may be instituted commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court in The City for the Southern District of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter courts shall have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any Claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. The Company has appointed CT Corporation System Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxx Xxxxxx, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any New York Court Court, by any Underwriter or by any person who controls any Underwriterthe Underwriters, the respective directors, officers, partners, employees and agents of the Underwriters and each respective affiliate of the Underwriters, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the process agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Underwriters, the respective directors, officers, partners, employees and agents of the Underwriters and each respective affiliate of the Underwriters, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. Each Underwriter and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, PARAGON SHIPPING INC. By /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXXXXXX LLC As Representatives of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By /s/ Xxxx Xxxxxx Xxxx Xxxxxx Managing Director By /s/ Xxxxxx Xxxx Xxxxxx Xxxx Director By: Xxxxxxxxx LLC By /s/ Xxxxxx X. Xxxxxx III Xxxxxx X. Xxxxxx III Authorized Officer SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Initial Notes to be Purchased Deutsche Bank Securities Inc. $ 9,375,000 Xxxxxxxxx LLC $ 9,375,000 MLV & Co. $ 3,750,000 Maxim Group LLC $ 2,500,000 Total $ 25,000,000 SCHEDULE II

Appears in 1 contract

Samples: Underwriting Agreement (Paragon Shipping Inc.)

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