Trading Instructions. Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement, the undersigned hereby requests, as a duly appointed Authorized Representative of the Issuer, that the Agent sell Placement Shares, as agent of the Issuer, in accordance with the following trading instructions (if any of the following trading instructions are not applicable, specify “N/A”): Total number of Common Shares outstanding on the date of this Placement Notice (B) Maximum number of Placement Shares to be sold expressed as a percentage of the total number of Common Shares outstanding on the date of this Placement Notice (A ÷ B × 100) Minimum market price per Placement Share to be sold Maximum number of Placement Shares that may be sold on any one Trading Day First permitted Trading Day of trading Last permitted Trading Day of trading Specific dates on which Placement Shares may not be sold: Other trading instructions: Upon receiving this Placement Notice, an Authorized Representative of the Agent will acknowledge receipt hereof by notifying the Designated Representatives of the Issuer via electronic mail. For all purposes hereof, the Agent will be deemed not to have received this Placement Notice unless receipt hereof shall have been so acknowledged by an Authorized Representative of the Agent. This Placement Notice is effective upon receipt by the Agent until the earlier of: (i) the Agent advising the Issuer, by electronic mail addressed and sent to the Designated Representatives of the Issuer, that it declines to accept the terms of sale set forth in this Placement Notice; (ii) the entire amount of the Placement Shares specified herein having been sold and all such sales having settled in accordance with the terms and conditions of the Equity Distribution Agreement;
Appears in 3 contracts
Samples: Equity Distribution Agreement, Equity Distribution Agreement, Equity Distribution Agreement
Trading Instructions. Pursuant (a) Subject to Sections 2(b) and 2(c), Broker is authorized to begin purchasing Shares as agent for Affiliated Purchaser pursuant to this Plan on the terms date hereof (the “Commencement Date”) after the execution of this Agreement by both parties and subject shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the conditions contained “Plan Period.”
(b) Broker shall not purchase any Shares pursuant to this Plan in any period from the commencement by Issuer of a tender offer for Shares pursuant to Section 2.3(c) of the Stock Purchase and Transaction Agreement dated as of April 3, 2018 by and between Issuer and Affiliated Purchaser (the “Externalization Agreement”) to, and including, the 11th business day following the expiration of any such tender offer. Following the expiration of such period with respect to a subsequent Issuer tender offer pursuant to Section 2.3(c) of the Externalization Agreement, Broker shall not purchase Shares pursuant to this Plan until Affiliated Purchaser has provided a modification in accordance with Section 9 hereof and in the Equity Distribution Agreementform of Exhibit A hereto.
(c) Broker shall not purchase any Shares pursuant to this Plan following receipt of a notice from Affiliated Purchaser that a filing relating to purchases of Shares is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder. Following receipt of such notice, Broker shall not recommence purchases of Shares pursuant to this Plan until Affiliated Purchaser notifies Broker that the applicable waiting period under the HSR Act has expired or been terminated and Affiliated Purchaser has provided a modification in accordance with Section 9 hereof and in the form of Exhibit A hereto.
(d) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof.
(e) Broker will notify Affiliated Purchaser of all transactions executed under this Plan pursuant to customary trade confirmations on a daily basis (showing the date of the transactions, the undersigned hereby requestsnumber of Shares purchased, the price paid, Broker’s compensation for the purchases and settlement dates), as well as other market data or account reports that Affiliated Purchaser may reasonably request from Broker’s equity capital markets group. All such requests shall be submitted to .
(i) On each day on which the New York Stock Exchange (the “Exchange”) is open for trading (each, a duly appointed Authorized Representative of the Issuer“Trading Day”) on which no Market Disruption Event (as defined below) occurs, that the Agent sell Placement SharesBroker shall use commercially reasonable efforts to purchase, as agent and for the account of Affiliated Purchaser, the Issuer, in accordance with lesser of (x) the following trading instructions (if any of the following trading instructions are not applicable, specify “N/A”): Total maximum number of Common Shares outstanding that Affiliated Purchaser could purchase under Rule 10b-18 on such Trading Day and (y) the number of Shares that are available to be purchased within the parameters set forth on the date Share Purchase Guidelines set forth on Schedule A hereto (such amount, the “Share Purchase Limit”); provided that the aggregate purchase price of this Placement Notice (B) Maximum number of Placement Shares to be sold expressed as a percentage of the total number of Common Shares outstanding on the date of this Placement Notice (A ÷ B × 100) Minimum market price per Placement Share to be sold Maximum number of Placement all Shares that Broker may be sold on any one Trading Day First permitted Trading Day of trading Last permitted Trading Day of trading Specific dates on which Placement Shares may not be sold: Other trading instructions: Upon receiving purchase under this Placement Notice, an Plan is $50,000,000 (the “Total Authorized Representative of the Agent will acknowledge receipt hereof by notifying the Designated Representatives of the Issuer via electronic mail. For all purposes hereof, the Agent will be deemed not to have received this Placement Notice unless receipt hereof shall have been so acknowledged by an Authorized Representative of the Agent. This Placement Notice is effective upon receipt by the Agent until the earlier of: (i) the Agent advising the Issuer, by electronic mail addressed and sent to the Designated Representatives of the Issuer, that it declines to accept the terms of sale set forth in this Placement Notice; Value”).
(ii) the entire amount Affiliated Purchaser shall pay to Broker a commission of the Placement Shares specified herein having been sold and all such sales having settled in accordance with the terms and conditions of the Equity Distribution Agreement;$ per Share so purchased.
Appears in 2 contracts
Samples: Rule 10b5 1 Purchase Plan (Barings LLC), Rule 10b5 1 Purchase Plan (Barings BDC, Inc.)
Trading Instructions. Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement, the undersigned hereby requests, as a duly appointed Authorized Representative of the IssuerCorporation, that the Agent sell Placement Shares, as agent of the IssuerCorporation, in accordance with the following trading instructions (if any of the following trading instructions are not applicable, specify “N/A”): Maximum number of Placement Shares to be sold (A) Total number of Common Subordinate Voting Shares outstanding on the date of this Placement Notice (B) Maximum number of Placement Shares to be sold expressed as a percentage of the total number of Common Subordinate Voting Shares outstanding on the date of this Placement Notice (A ÷ B × x 100) % Minimum market price per Placement Share to be sold Maximum number of Placement Shares that may be sold on any one Trading Day $ First permitted Trading Day of trading Last permitted Trading Day of trading Specific dates on which Placement Shares may not be sold: Other trading instructions: Upon receiving this Placement Notice, an Authorized Representative of the Agent will acknowledge receipt hereof by notifying signing this Placement Notice and returning a copy hereof to the Corporation by electronic mail addressed and sent to the Designated Representatives of the Issuer via electronic mailCorporation or notify the Corporation that the Agent declines to accept the Placement Notice. For all purposes hereof, the Agent will be deemed not to have received this Placement Notice unless receipt hereof shall have been so acknowledged by an Authorized Representative of the Agent. This Placement Notice is effective upon receipt by the Agent unless and until the earlier ofearliest of the following occurs: (i) the Agent advising advises the IssuerCorporation, by electronic mail addressed and sent to the Designated Representatives of the IssuerCorporation, that it declines to accept the terms of sale set forth in this Placement Notice; (ii) the entire amount of the Placement Shares specified herein having has been sold and all such sales having have settled in accordance with the terms and conditions of the Equity Distribution Agreement;; (iii) the Corporation or the Agent suspends the sale (or further sale, as applicable) of the Placement Shares in accordance with Section 6 of the Equity Distribution Agreement; (iv) the Agent receives from the Corporation a subsequent Placement Notice with parameters that expressly supersede those contained in this Placement Notice; or (v) the Equity Distribution Agreement has been terminated pursuant to Section 13 thereof. This Placement Notice shall not contain any parameters that conflict with the provisions of the Equity Distribution Agreement or that subject or purport to impose upon or subject the Agent to any obligations in addition to the Agent’s obligations contained in the Equity Distribution Agreement. In the event of a conflict between the terms of the Equity Distribution Agreement and the terms of this Placement Notice with respect to an issuance and sale of Placement Shares, the terms of the Equity Distribution Agreement shall prevail. The Corporation covenants and agrees that the delivery of this Placement Notice by or on behalf of the Corporation to the Agent shall be deemed to be an affirmation that: (i) the representations and warranties made by the Corporation in the Equity Distribution Agreement and in any certificates provided pursuant thereto are true and correct as at the time this Placement Notice is issued, except only to the extent that any such representation and warranty is, by its express terms, limited to a specific date, or as expressly disclosed in Exhibit A to this Placement Notice; and (ii) the Corporation has complied with all covenants and agreements to be performed, and satisfied all conditions to be satisfied, by or on the part of the Corporation under the Equity Distribution Agreement at or prior to the time this Placement Notice is issued. Per: E-mail Address of Authorized Representative (Please Print) [Signatures continued on next page] Acknowledged this day of , 20 by Canaccord Genuity Corp. Per: E-mail Address of Authorized Representative (Please Print) Exceptions to the representations and warranties made by the Corporation in the Equity Distribution Agreement and in any certificates provided pursuant thereto:
Appears in 1 contract
Trading Instructions. Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement, the undersigned hereby requests, as a duly appointed Authorized Representative of the IssuerCorporation, that the Agent sell Placement Shares, as agent of the IssuerCorporation, in accordance with the following trading instructions (if any of the following trading instructions are not applicable, specify “"N/A”"): Total number of Common Shares outstanding on the date of this Placement Notice (B) Maximum number of Placement Shares to be sold expressed as a percentage of the total number of Common Shares outstanding on the date of this Placement Notice (A ÷ B × x 100) % Minimum market price per Placement Share to be sold Maximum number of Placement Shares that may be sold on any one Trading Day $ First permitted Trading Day of trading Last permitted Trading Day of trading Specific dates on which Placement Shares may not be sold: Other trading instructions: Upon receiving this Placement Notice, an Authorized Representative of the Agent will acknowledge receipt hereof by notifying signing this Placement Notice and returning a copy hereof to the Corporation by electronic mail addressed and sent to the Designated Representatives of the Issuer via electronic mailCorporation or notify the Corporation that the Agent declines to accept the Placement Notice. For all purposes hereof, the Agent will be deemed not to have received this Placement Notice unless receipt hereof shall have been so acknowledged by an Authorized Representative of the Agent. This Placement Notice is effective upon receipt by the Agent unless and until the earlier ofearliest of the following occurs: (i) the Agent advising advises the IssuerCorporation, by electronic mail addressed and sent to the Designated Representatives of the IssuerCorporation, that it declines to accept the terms of sale set forth in this Placement Notice; (ii) the entire amount of the Placement Shares specified herein having has been sold and all such sales having have settled in accordance with the terms and conditions of the Equity Distribution Agreement;; (iii) the Corporation or the Agent suspends the sale (or further sale, as applicable) of the Placement Shares in accordance with Section 6 of the Equity Distribution Agreement; (iv) the Agent receives from the Corporation a subsequent Placement Notice with parameters that expressly supersede those contained in this Placement Notice; or (v) the Equity Distribution Agreement has been terminated pursuant to Section 13 thereof. This Placement Notice shall not contain any parameters that conflict with the provisions of the Equity Distribution Agreement or that subject or purport to impose upon or subject the Agent to any obligations in addition to the Agent's obligations contained in the Equity Distribution Agreement. In the event of a conflict between the terms of the Equity Distribution Agreement and the terms of this Placement Notice with respect to an issuance and sale of Placement Shares, the terms of the Equity Distribution Agreement shall prevail. The Corporation covenants and agrees that the delivery of this Placement Notice by or on behalf of the Corporation to the Agent shall be deemed to be an affirmation that: (i) the representations and warranties made by the Corporation in the Equity Distribution Agreement and in any certificates provided pursuant thereto are true and correct as at the time this Placement Notice is issued, except only to the extent that any such representation and warranty is, by its express terms, limited to a specific date, or as expressly disclosed in Exhibit A to this Placement Notice; and (ii) the Corporation has complied with all covenants and agreements to be performed, and satisfied all conditions to be satisfied, by or on the part of the Corporation under the Equity Distribution Agreement at or prior to the time this Placement Notice is issued. Per: Acknowledged this _______ day of ______________ , 20___ by Canaccord Genuity Corp.
Appears in 1 contract
Samples: Equity Distribution Agreement (HIVE Blockchain Technologies Ltd.)
Trading Instructions. Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement, the undersigned hereby requests, as a duly appointed Authorized Representative of the Issuer, that the Agent sell Placement Shares, as agent of the Issuer, in accordance with the following trading instructions (if any of the following trading instructions are not applicable, specify “"N/A”"): Maximum number of Placement Shares to be sold (A) Total number of Common Subordinate Voting Shares outstanding on the date of this Placement Notice (B) Maximum number of Placement Shares to be sold expressed as a percentage of the total number of Common Subordinate Voting Shares outstanding on the date of % this Placement Notice (A ÷ B × x 100) Minimum market price per Placement Share to be sold $ Limitation on the daily volume of Placement Shares that may be sold expressed as a percentage of the total number of Subordinate Voting Shares traded daily including the total number of Placement Shares traded and the total number of Subordinate Voting Shares traded by third parties (daily volume of Placement Shares sold must not exceed 25% of total daily volume of Subordinate Voting Shares on the CSE and any other Marketplace unless otherwise permitted by additional % exemptive relief) Maximum number of Placement Shares that may be sold on any one Trading Day (subject to limitation on daily volume above) First permitted Trading Day of trading Last permitted Trading Day of trading Specific dates on which Placement Shares may not be sold: Other trading instructions: Upon receiving this Placement Notice, an Authorized Representative The 10% Market Value Limit (as defined below) referred to in Part 9 of National Instrument 44-102 – Shelf Distributions is calculated as follows: Last Trading Day of the Agent will acknowledge receipt hereof by notifying month immediately preceding the Designated Representatives date of the Issuer via electronic mail. For all purposes hereof, the Agent will be deemed not to have received this first Placement Notice unless receipt hereof shall have been so acknowledged by an Authorized Representative of the Agent. This Placement Notice is effective upon receipt by the Agent until the earlier of: (i) the Agent advising the Issuer, by electronic mail addressed and sent to the Designated Representatives of the Issuer, that it declines to accept the terms of sale set forth in this Placement Notice; (ii) the entire amount of the Placement Shares specified herein having been sold and all such sales having settled in accordance with the terms and conditions of issued under the Equity Distribution Agreement;Agreement (the "Calculation Date") Closing price per Subordinate Voting Share on the CSE on the Calculation Date (A) Total number of Subordinate Voting Shares outstanding on the Calculation Date Total number of Excluded Securities (as defined below) Total number of Subordinate Voting Shares outstanding on the Calculation Date less the total number of Excluded Securities (B) Aggregate market value of Subordinate Voting Shares outstanding on the Calculation Date (A x B = C) Maximum aggregate market value of Subordinate Voting Shares that can be sold under the Equity Distribution Agreement (0.10 x C) (the "10% Market Value Limit")
Appears in 1 contract
Trading Instructions. Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement, the undersigned hereby requests, as a duly appointed Authorized Designated Representative of the Issuer, that the Agent sell Placement Shares, as agent of the Issuer, in accordance with the following trading instructions (if any of the following trading instructions are not applicable, specify “N/A”): Total number of Common Shares outstanding on the date of this Placement Notice (B) Maximum number of Placement Shares to be sold expressed as a percentage of the total number of Common Shares outstanding on the date of this Placement Notice (A ÷ B × x 100) Minimum market price per Placement Share Security to be sold Maximum number of Placement Shares that may be sold on any one Trading Day $ Agent’s Fee (%) First permitted Trading Day of trading Last permitted Trading Day of trading 50710395.5 Specific dates on which Placement Shares may not be sold: Other trading instructions: Upon receiving this Placement Notice, an Authorized a Designated Representative of the Agent will acknowledge receipt hereof by notifying signing this Placement Notice and returning a copy hereof to the Issuer by electronic mail addressed and sent to the Designated Representatives of the Issuer via electronic mailIssuer. For all purposes hereof, the Agent will be deemed not to have received this Placement Notice unless receipt hereof shall have been so acknowledged by an Authorized a Designated Representative of the Agent. This Placement Notice is effective upon receipt by the Agent until the earlier of: (i) the Agent advising the Issuer, by electronic mail addressed and sent to the Designated Representatives of the Issuer, that it declines to accept the terms of sale set forth in this Placement Notice; (ii) the entire amount of the Placement Shares specified herein having been sold and all such sales having settled in accordance with the terms and conditions of the Equity Distribution Agreement;
Appears in 1 contract
Samples: Equity Distribution Agreement
Trading Instructions. Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement, the undersigned hereby requests, as a duly appointed Authorized Representative of the IssuerCorporation, that the Agent sell Placement Shares, as agent of the IssuerCorporation, in accordance with the following trading instructions (if any of the following trading instructions are not applicable, specify “"N/A”"): Total number of Common Subordinate Voting Shares outstanding on the date of this Placement Notice (B) Maximum number of Placement Shares to be sold expressed as a percentage of the total number of Common Subordinate Voting Shares outstanding on the date of this Placement Notice (A ÷ B × x 100) % Minimum market price per Placement Share to be sold $ Limitation on the daily volume of Placement Shares that may be sold expressed as a percentage of the total number of Subordinate Voting Shares traded daily including the total number of Placement Shares traded and the total number of Subordinate Voting Shares traded by third parties (daily volume of Placement Shares sold must not exceed 25% of total daily volume of Subordinate Voting Shares on the CSE and any other Marketplace unless otherwise permitted by additional exemptive relief) % Maximum number of Placement Shares that may be sold on any one Trading Day (subject to limitation on daily volume above) First permitted Trading Day of trading Last permitted Trading Day of trading Specific dates on which Placement Shares may not be sold: Other trading instructions: Upon receiving this Placement Notice, an Authorized Representative Last Trading Day of the Agent will acknowledge receipt hereof by notifying month immediately preceding the Designated Representatives date of the Issuer via electronic mail. For all purposes hereof, the Agent will be deemed not to have received this first Placement Notice unless receipt hereof shall have been so acknowledged by an Authorized Representative of the Agent. This Placement Notice is effective upon receipt by the Agent until the earlier of: (i) the Agent advising the Issuer, by electronic mail addressed and sent to the Designated Representatives of the Issuer, that it declines to accept the terms of sale set forth in this Placement Notice; (ii) the entire amount of the Placement Shares specified herein having been sold and all such sales having settled in accordance with the terms and conditions of issued under the Equity Distribution Agreement;Agreement (the "Calculation Date") Closing price per Subordinate Voting Share on the CSE on the Calculation Date (A) Total number of Subordinate Voting Shares outstanding on the Calculation Date Total number of Excluded Securities (as defined below) Total number of Subordinate Voting Shares outstanding on the Calculation Date less the total number of Excluded Securities (B) Aggregate market value of Subordinate Voting Shares outstanding on the Calculation Date (A x B = C) Maximum aggregate market value of Subordinate Voting Shares that can be sold under the Equity Distribution Agreement (0.10 x C) (the "10% Market Value Limit") The 10% Market Value Limit (as defined below) referred to in Part 9 of National Instrument 44-102 – Shelf Distributions is calculated as follows:
Appears in 1 contract
Samples: Equity Distribution Agreement
Trading Instructions. Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement, the undersigned hereby requests, as a duly appointed Authorized Representative of the IssuerCorporation, that the Agent sell Placement Shares, as agent of the IssuerCorporation, in accordance with the following trading instructions (if any of the following trading instructions are not applicable, specify “"N/A”"): Total number of Common Shares outstanding on the date of this Placement Notice (B) Maximum number or dollar amount of Placement Shares to be sold expressed as a percentage of the total number of Common Shares outstanding on the date of this Placement Notice (A ÷ B × 100) Minimum market price per Placement Share to be sold Maximum number of Placement Shares that may be sold on any one Trading Day $ First permitted Trading Day of trading Last permitted Trading Day of trading Specific dates on which Placement Shares may not be sold: Other trading instructions: Upon receiving this Placement Notice, an Authorized Representative of the Agent will acknowledge receipt hereof by notifying signing this Placement Notice and returning a copy hereof to the Corporation by electronic mail addressed and sent to the Designated Representatives of the Issuer via electronic mailCorporation or notify the Corporation that the Agent declines to accept the Placement Notice. For all purposes hereof, the Agent will be deemed not to have received this Placement Notice unless receipt hereof shall have been so acknowledged by an Authorized Representative of the Agent. This Placement Notice is effective upon receipt by the Agent unless and until the earlier ofearliest of the following occurs: (i) the Agent advising advises the IssuerCorporation, by electronic mail addressed and sent to the Designated Representatives of the IssuerCorporation, that it declines to accept the terms of sale set forth in this Placement Notice; (ii) the entire amount of the Placement Shares specified herein having has been sold and all such sales having have settled in accordance with the terms and conditions of the Equity Distribution Agreement;; (iii) the Corporation or the Agent suspends the sale (or further sale, as applicable) of the Placement Shares in accordance with Section 6 of the Equity Distribution Agreement; (iv) the Agent receives from the Corporation a subsequent Placement Notice with parameters that expressly supersede those contained in this Placement Notice; or (v) the Equity Distribution Agreement has been terminated pursuant to Section 13 thereof. This Placement Notice shall not contain any parameters that conflict with the provisions of the Equity Distribution Agreement or that subject or purport to impose upon or subject the Agent to any obligations in addition to the Agent's obligations contained in the Equity Distribution Agreement. In the event of a conflict between the terms of the Equity Distribution Agreement and the terms of this Placement Notice with respect to an issuance and sale of Placement Shares, the terms of the Equity Distribution Agreement shall prevail. The Corporation covenants and agrees that the delivery of this Placement Notice by or on behalf of the Corporation to the Agent shall be deemed to be an affirmation that: (i) the representations and warranties made by the Corporation in the Equity Distribution Agreement and in any certificates provided pursuant thereto are true and correct as at the time this Placement Notice is issued, except only to the extent that any such representation and warranty is, by its express terms, limited to a specific date, or as expressly disclosed in Exhibit A to this Placement Notice; and (ii) the Corporation has complied with all covenants and agreements to be performed, and satisfied all conditions to be satisfied, by or on the part of the Corporation under the Equity Distribution Agreement at or prior to the time this Placement Notice is issued. [Signatures continued on next page] Acknowledged this _ _ day of , 20 _ by Canaccord Genuity Corp.
Appears in 1 contract
Samples: Equity Distribution Agreement