TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 3 contracts
Samples: Sales Agency Financing Agreement (DDR Corp), Sales Agency Financing Agreement (DDR Corp), Sales Agency Financing Agreement (DDR Corp)
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM the Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM the Sales Agent or the Forward Seller, which may be withheld in BNYMCMthe Sales Agent’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM the Sales Agent nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 3 contracts
Samples: Sales Agency Financing Agreement (SITE Centers Corp.), Sales Agency Financing Agreement (SITE Centers Corp.), Sales Agency Financing Agreement (SITE Centers Corp.)
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM KBCM (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM KBCM or the Forward Seller, which may be withheld in BNYMCMKBCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM KBCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 3 contracts
Samples: Sales Agency Financing Agreement (DDR Corp), Sales Agency Financing Agreement (DDR Corp), Sales Agency Financing Agreement (DDR Corp)
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM SCUSA (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM SCUSA or the Forward Seller, which may be withheld in BNYMCMSCUSA’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM SCUSA nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 2 contracts
Samples: Sales Agency Financing Agreement (DDR Corp), Sales Agency Financing Agreement (DDR Corp)
TRANSACTION NOTICE. On any Trading Day during Dear __________: This Notice sets forth the Commitment Periodterms of the agreement of X.X. Xxxxxx Securities Inc. (“JPMS”) with Almost Family, Inc., a Delaware corporation (the “Company”), relating to the issuance and sale of the Company’s Common Stock, par value $.10 per share, pursuant to the Distribution Agreement between the Company and JPMS, dated August 5, 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with JPMS to BNYMCM (engage in the case following transaction: Number of an IssuanceShares to be Sold: ____________________________ Minimum Price at which Shares may be Sold: ____________________________ Date(s) or the Forward Seller and the Forward Purchaser on which Shares may be Sold: ____________________________ (“Purchase Date”) Discount/Commission: ____________________________ Manner in the case of a Forward), subject which Shares are to the satisfaction of the conditions be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or JPMS unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor JPMS will be bound by the terms of this Notice unless the Company in delivers its Acceptance by ____ am/pm (New York time) on [the applicable Transaction Notice date hereof/________, 200_]. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Settlement Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, X.X. XXXXXX SECURITIES INC. By: _______________________________ Name: Title: : ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to first above written ALMOST FAMILY, INC. By: _____________________ Name: Title: [Note: The Company’s Acceptance may also be evidenced by a breach of separate written acceptance referencing this Notice and delivered in accordance with the terms hereof.Agreement]
Appears in 1 contract
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither none of the Forward Purchaser, BNYMCM nor the Sales Agent or the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements and the Original Agreements, shall exceed the Maximum Program Amount. If the applicable Sales Agent or Forward Seller and Forward Purchaser agrees to the terms of such Transaction Notice, or if the Company and the applicable Sales Agent or Forward Seller and Forward Purchaser mutually agree to modified terms from those set forth in the Transaction Notice, then the applicable Sales Agent or Forward Seller and Forward Purchaser shall promptly deliver to the Company by email a notice (each a “Transaction Acceptance”) confirming the terms as set forth in such Transaction Notice or setting forth the modified terms from those set forth in such Transaction Notice as agreed by the Company and the applicable Agent, as the case may be, whereupon such Transaction Acceptance shall become a binding agreement between the Company and applicable Sales Agent or Forward Seller and Forward Purchaser; provided, however, in no event shall any Agent, Forward Purchaser or Forward Seller have any obligation to agree to a Transaction Notice or amendment thereto. The Company shall have the right, in its sole discretion, to may amend any Transaction Notice at any time and from time to time any Transaction Noticesubject to the consent of the applicable Sales Agent or Forward Seller and Forward Purchaser, and which shall be in compliance with the limitations set forth in this Agreement; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company in no event shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction any change in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof; and (ii) no change shall affect or impair the parties respective obligations with respect to Shares sold hereunder prior to the acceptance of such amended Transaction Notice.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Avalonbay Communities Inc)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BAML”), dated March 8, 2013 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on BAML unless and until BAML accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear ___________: This Notice sets forth the Commitment Periodterms of the agreement of Rxxxxxx Jxxxx & Associates, Inc. (“Rxxxxxx Jxxxx”) with First Financial Bancorp., an Ohio corporation (the “Company”), relating the issuance of up to ____ shares of the Company’s Common Shares, no par value, pursuant to the Distribution Agreement between the Company and Rxxxxxx Jxxxx, dated [•], 2017 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with Rxxxxxx Jxxxx to BNYMCM (engage in the case following transaction: Type of an IssuanceTransaction: [Agency or Principal Transaction] Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Average Daily Trading Volume1: Date(s) on which Shares may be Sold: (“Purchase Date”)2 Discount/Commission: Manner in which Shares are to be Sold: [Specify “at-the-market” or the Forward Seller and the Forward Purchaser (other method] 1 Determined in the case of a Forward), subject to the satisfaction accordance with Regulation M. 2 See Section 3(b) of the conditions Agreement for determination of Purchase Date. Floor price: [Insert if any] Option to purchase additional Shares pursuant to Section 3(c) of Agreement: [Applicable or Not Applicable] Period for exercise of option to purchase additional shares pursuant to Section 3(c) of the Agreement __________ days The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or Rxxxxxx Jxxxx unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor Rxxxxxx Jxxxx will be bound by the terms of this Notice unless the Company in delivers its Acceptance by ____ a.m./p.m. (New York time) on [the applicable Transaction Notice date hereof/________, 201_]. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Closing Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, RXXXXXX JXXXX & ASSOCIATES, INC. By: Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to first above written FIRST FINANCIAL BANCORP. Name: Title: [Note: The Company’s Acceptance may also be evidenced by a breach of separate written acceptance referencing this Notice and delivered in accordance with the terms hereof.Agreement]
Appears in 1 contract
Samples: Distribution Agreement (First Financial Bancorp /Oh/)
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM a Sales Agent (in the case of an Issuance) or the a Forward Seller and the a Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i1) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 750,000,000 for any Issuance or $50,000,000 for any Forward Forward, as the case may be, without the prior written consent of BNYMCM such Sales Agent or the such Forward Seller, as applicable, which may be withheld in BNYMCMsuch Sales Agent’s or the Such Forward Seller’s sole discretion and (ii2) notwithstanding anything in this Agreement, any Terms Agreement or the any Master Forward Confirmation to the contrary, neither the none of such Forward Purchaser, BNYMCM nor the such Sales Agent or such Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreementsthis Agreement or any Terms Agreement, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction NoticeNotice subject to compliance with the limitations set forth in this Agreement; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company may not amend the “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as the case may be, if such amended “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as applicable, is less than the number of days that have previously transpired (in whole or on part) in such Selling Period as of the date of such amendment; (iii) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to a “Forward” to be a Transaction Notice specifying that it relates to an “Issuance”; (iv) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to an “Issuance” to be a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company”; and (iiiv) no reduction change in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice sets forth the Commitment Periodterms of the agreement of Banc One Capital Markets, Inc. (“BOCM”) with MGE Energy, Inc., a Wisconsin corporation (the “Company”) relating the issuance of up to shares of the Company’s common stock, par value $1.00 per share pursuant to the Distribution Agreement between the Company and BOCM, dated August , 2003 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with BOCM to BNYMCM (engage in the case following transaction: Type of an IssuanceTransaction: [Agency or Principal Transaction] Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: [Specify “at-the-market” or the Forward Seller and the Forward Purchaser (in the case other method] Option to purchase additional Shares pursuant to Section 3(c) of a Forward), subject to the satisfaction of the conditions Agreement: [Applicable or Not Applicable] The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or BOCM unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor BOCM will be bound by the terms of this Notice unless the Company in delivers its Acceptance by am/pm (New York time) on [the applicable Transaction Notice date hereof/ , 200 ]. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. If the aggregate Sales Price foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Shares sold pursuant theretomanner contemplated by the Agreement. Very truly yours, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency AgreementsBANC ONE CAPITAL MARKETS, shall exceed the Maximum Program AmountINC. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, By: Name: Title: ACCEPTED as of the date of such amendment; (ii) first above written MGE ENERGY, INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and delivered in accordance with the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.Agreement]
Appears in 1 contract
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Deutsche Bank Securities Inc. (“DBS”), dated May 16, 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on DBS unless and until DBS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i1) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 225,000,000 for any Issuance or $50,000,000 for any Forward Forward, as the case may be, without the prior written consent of BNYMCM Sales Agent or the Forward Seller, as applicable, which may be withheld in BNYMCMSales Agent’s or the Forward Seller’s sole discretion and (ii2) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither none of the Forward Purchaser, BNYMCM nor Sales Agent or the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction NoticeNotice subject to compliance with the limitations set forth in this Agreement; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company may not amend the “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as the case may be, if such amended “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as applicable, is less than the number of days that have previously transpired (in whole or on part) in such Selling Period as of the date of such amendment; (iii) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to a “Forward” to be a Transaction Notice specifying that it relates to an “Issuance”; (iv) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to an “Issuance” to be a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company”; and (iiiv) no reduction increase in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Gaming & Leisure Properties, Inc.)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and X.X. Xxxxxx Securities Inc. (“JPMS”), dated May 19, 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on JPMS unless and until JPMS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: X.X. XXXXXX SECURITIES INC. By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Inc)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice sets forth the Commitment Periodterms of the agreement of (“ ”) with , a [Delaware] corporation (the “Company”) relating the issuance of up to shares of the Company’s common stock, par value $0.01 per share pursuant to the Distribution Agreement between the Company and , dated , 200_ (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with to BNYMCM (engage in the case following transaction: Type of an IssuanceTransaction: [Agency or Principal Transaction] Number of Shares to be Sold: ___________________________________ Minimum Price at which Shares may be Sold: ___________________________________ Date(s) on which Shares may be Sold: ___________________________________ (“Purchase Date”) Discount/Commission: ___________________________________ Manner in which Shares are to be Sold: [Specify “at-the-market” or the Forward Seller and the Forward Purchaser (in the case other method] Option to purchase additional Shares pursuant to Section 3(c) of a Forward), subject to the satisfaction of the conditions Agreement: [Applicable or Not Applicable] The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor will be bound by the terms of this Notice unless the Company in delivers its Acceptance by am/pm (New York time) on [the applicable Transaction Notice date hereof/ , 200 ]. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. If the aggregate Sales Price foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Shares sold pursuant theretomanner contemplated by the Agreement. Very truly yours, together with the aggregate Sales Price [Name of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, Agent] By: Name: Title: ACCEPTED as of the date first above written [Name of such amendment; (ii) Company] By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and delivered in accordance with the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.Agreement]
Appears in 1 contract
TRANSACTION NOTICE. On any Trading Day during Dear __________: This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and X.X. Xxxxxx Securities LLC (“JPMS”), dated May 3, 2021 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on JPMS unless and until JPMS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice sets forth the Commitment Periodterms of the agreement of X.X. Xxxxxx Securities Inc. (“JPMS”) with CB Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”), relating to the issuance and sale of the Company’s Class A Common Stock, par value $0.01 per share, pursuant to the Distribution Agreement between the Company and JPMS, dated June [•], 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with JPMS to BNYMCM (engage in the case following transaction: Number of an IssuanceShares to be Sold: Minimum Price at which Shares may be Sold (“Floor Price”): Date(s) or the Forward Seller and the Forward Purchaser on which Shares may be Sold: (“Purchase Date”) Discount/Commission (if different from Agreement): Manner in the case of a Forward), subject which Shares are to the satisfaction of the conditions be Sold: Agency Transaction Other Terms (if any): The Agency Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or JPMS unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor JPMS will be bound by the terms of this Notice unless the Company in delivers its Acceptance by am/pm (New York time) on [the applicable Transaction Notice date hereof/ , 200 ]. The Agency Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Settlement Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, X.X. XXXXXX SECURITIES INC. By: Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to first above written CB XXXXXXX XXXXX GROUP, INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a breach of separate written acceptance referencing this Notice and delivered in accordance with the terms hereof.Agreement]
Appears in 1 contract
Samples: Distribution Agreement (Cb Richard Ellis Group Inc)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and X.X. Xxxxxx Securities LLC (“JPMS”), dated June 25, 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on JPMS unless and until JPMS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: X.X. XXXXXX SECURITIES LLC By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i1) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 150,000,000 for any Issuance or $50,000,000 for any Forward Forward, as the case may be, without the prior written consent of BNYMCM Sales Agent or the Forward Seller, as applicable, which may be withheld in BNYMCMSales Agent’s or the Forward Seller’s sole discretion and (ii2) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither none of the Forward Purchaser, BNYMCM nor Sales Agent or the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction NoticeNotice subject to compliance with the limitations set forth in this Agreement; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company may not amend the “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as the case may be, if such amended “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as applicable, is less than the number of days that have previously transpired (in whole or on part) in such Selling Period as of the date of such amendment; (iii) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to a “Forward” to be a Transaction Notice specifying that it relates to an “Issuance”; (iv) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to an “Issuance” to be a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company”; and (iiiv) no reduction increase in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Gaming & Leisure Properties, Inc.)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BAML”), dated May 19, 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on BAML unless and until BAML accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Inc)
TRANSACTION NOTICE. On any Trading Day during Dear ___________: This Notice sets forth the Commitment Periodterms of the agreement of _______________ (“___”) with Sonic Solutions, a California corporation (the “Company”), relating the issuance of up to ____ shares of the Company’s common stock, no par value pursuant to the Distribution Agreement between the Company and ___, dated ______, 20__ (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with ___ to BNYMCM (engage in the case following Transaction: Type of an IssuanceTransaction: [Agency or Principal Transaction] Number of Shares to be Sold: Minimum Price at which Shares may be Sold: (“Floor Price”) Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission / Agent’s Fee: Manner in which Shares are to be Sold: [Specify “at-the-market” or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject other method] Option to the satisfaction purchase additional Shares pursuant to Section 3(c) of the conditions Agreement: [Applicable or Not Applicable] Period for exercise of option to purchase additional Shares pursuant to Section 3(c) of the Agreement: _____ days The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or ___ unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor ___ will be bound by the terms of this Notice unless the Company in delivers its Acceptance by ____ am/pm (New York time) on [the applicable Transaction Notice date hereof/________, 20__]. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Closing Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, By: Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.first above written SONIC SOLUTIONS By: Name: Title:
Appears in 1 contract
TRANSACTION NOTICE. On any Trading Day during Dear __________: This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Deutsche Bank Securities Inc. (“DBS”), dated May 3, 2021 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on DBS unless and until DBS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear ___________: This Notice sets forth the Commitment Periodterms of the agreement of [Distribution Agent] (the “Distribution Agent”) with [Company], a [State of Incorporation] corporation (the “Company”) relating the issuance of up to ____ shares of the Company’s common stock, par value $[par value] per share pursuant to the Distribution Agreement between the Company and [Distribution Agent], dated [Month] __, 20__ (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with [Distribution Agent] to BNYMCM (engage in the case following transaction: Type of an IssuanceTransaction: [Agency or Principal Transaction] Number of Shares to be Sold: ______________________________ Minimum Price at which Shares may be Sold: ______________________________ Date(s) on which Shares may be Sold: (“Purchase Date”) ______________________________ Discount/Commission: ______________________________ Manner in which Shares are to be Sold: [Specify “at-the-market” or the Forward Seller and the Forward Purchaser (in the case other method] Floor price: [Insert if any] Option to purchase additional Shares pursuant to Section 3(c) of a Forward), subject Agreement: [Applicable or Not Applicable] Period for exercise of option to the satisfaction purchase additional shares pursuant to Section 3(c) of the conditions Agreement __________ days The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or [Distribution Agent] unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor [Distribution Agent] will be bound by the terms of this Notice unless the Company in delivers its Acceptance by ____ am/pm (New York time) on [the applicable Transaction Notice date hereof/[Month] __, 20__]. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Closing Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, [DISTRIBUTION AGENT] By: ______________________________ Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date first above written [Name of receipt of such amendment to Company] By:______________________ Name: Title: [Note: The Company’s Acceptance may also be evidenced by a breach of separate written acceptance referencing this Notice and delivered in accordance with the terms hereofAgreement.]
Appears in 1 contract
Samples: Distribution Agreement
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BAML”), dated June 25, 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on BAML unless and until BAML accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice sets forth the Commitment Periodterms of the agreement of X.X. Xxxxxx Securities Inc. (“JPMS”) with Health Net, Inc., a Delaware corporation (the “Company”), relating the issuance of up to shares of the Company’s common stock, par value $0.001 per share, pursuant to the Distribution Agreement between the Company and JPMS, dated March , 2007 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with JPMS to BNYMCM (engage in the case of an Issuancefollowing transaction: Date(s) or the Forward Seller and the Forward Purchaser on which Shares may be Sold: (in the case of a Forward), subject to the satisfaction “Sale Date”) Commissions: [1% of the conditions actual sales price of the Shares] Manner in which Shares are to be Sold: [Specify “at-the-market” or other method] The transaction set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by this Notice will not be binding on the Company in or JPMS unless and until the applicable Transaction Notice Company delivers its Acceptance. The transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Sale Date, the Closing Date and any Settlement Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, X.X. XXXXXX SECURITIES INC. By: Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to first above written HEALTH NET, INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a breach of separate written acceptance referencing this Notice and delivered in accordance with the terms hereof.Agreement]
Appears in 1 contract
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM a Sales Agent (in the case of an Issuance) or the a Forward Seller and the a Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i1) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 1,000,000,000 for any Issuance or $50,000,000 for any Forward Forward, as the case may be, without the prior written consent of BNYMCM such Sales Agent or the such Forward Seller, as applicable, which may be withheld in BNYMCMsuch Sales Agent’s or the Such Forward Seller’s sole discretion and (ii2) notwithstanding anything in this Agreement, any Terms Agreement or the any Master Forward Confirmation to the contrary, neither the none of such Forward Purchaser, BNYMCM nor the such Sales Agent or such Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreementsthis Agreement or any Terms Agreement, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction NoticeNotice subject to compliance with the limitations set forth in this Agreement; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company may not amend the “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as the case may be, if such amended “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as applicable, is less than the number of days that have previously transpired (in whole or on part) in such Selling Period as of the date of such amendment; (iii) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to a “Forward” to be a Transaction Notice specifying that it relates to an “Issuance”; (iv) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to an “Issuance” to be a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company”; and (iiiv) no reduction change in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
TRANSACTION NOTICE. On any Trading Day during Dear ___________: This Notice sets forth the Commitment Periodterms of the agreement of Knight Capital Americas, L.P. (“KCA”) with China Xxxx Xxxx Mining & Resources, Inc., a Nevada corporation (the “Company”), relating the issuance of up to $30,000,000 shares of the Company’s common stock, par value $0.001 per share pursuant to the Distribution Agreement between the Company and KCA, dated March ____, 2011 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with KCA to BNYMCM (engage in the case of an Issuancefollowing agency transaction: Minimum Price at which Shares may be Sold: (“Floor Price”) Average Daily Trading Volume (“ADTV”)1: Date(s) on which Shares may be Sold: (“Purchase Date”)2 Manner in which Shares are to be Sold: [Specify “at-the-market” or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions other method] The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or KCA unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor KCA will be bound by the terms of this Notice unless the Company delivers its Acceptance by ____ am/pm (New York time) on [the date hereof/________, 201_]. 1 Determined in accordance with Regulation M. 2 See Section 3(b) of the applicable Transaction Notice Agreement for determination of Purchase Date. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Closing Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, KNIGHT CAPITAL AMERICAS, L.P. By: Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.first above written CHINA XXXX XXXX MINING & RESOURCES, INC. By: Name: Title: Officer’s Certificate
Appears in 1 contract
Samples: Distribution Agreement (China Shen Zhou Mining & Resources, Inc.)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice sets forth the Commitment Periodterms of the agreement of Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”) with Harvest Natural Resources, Inc., a Delaware corporation (the “Company”) relating the issuance of up to shares of the Company’s common stock, par value $0.01 per share pursuant to the Distribution Agreement between the Company and Xxxxxxx Xxxxx, dated September 4, 2014 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with Xxxxxxx Xxxxx to BNYMCM (engage in the case following transaction: Type of an IssuanceTransaction: [Agency or Principal Transaction] Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Average Daily Trading Volume1: Date(s) on which Shares may be Sold: (“Purchase Date”)2 Discount/Commission: Manner in which Shares are to be Sold: [Specify “at-the-market” or the Forward Seller and the Forward Purchaser (other method] Floor price: [Insert if any] 1 Determined in the case of a Forward), subject to the satisfaction accordance with Regulation M. 2 See Section 3(b) of the conditions Agreement for determination of Purchase Date. Option to purchase additional Shares pursuant to Section 3(c) of Agreement: [Applicable or Not Applicable] Period for exercise of option to purchase additional shares pursuant to Section 3(c) of the Agreement __________ days The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or Xxxxxxx Xxxxx unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor Xxxxxxx Xxxxx will be bound by the terms of this Notice unless the Company in delivers its Acceptance by a.m./p.m. (New York time) on [the applicable Transaction Notice date hereof/ , 200 ]. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Closing Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, XXXXXXX XXXXX & ASSOCIATES, INC. By: Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to first above written HARVEST NATURAL RESOURCES, INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a breach of separate written acceptance referencing this Notice and delivered in accordance with the terms hereof.Agreement]
Appears in 1 contract
Samples: Distribution Agreement (Harvest Natural Resources, Inc.)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BAML”), dated May 16, 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on BAML unless and until BAML accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear __________: This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and BofA Securities, Inc. (“BofA Securities”), dated May 3, 2021 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on BofA Securities unless and until BofA Securities accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: BOFA SECURITIES, INC. By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear __________: This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Deutsche Bank Securities Inc. (“DBS”), dated November 9, 2011 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on DBS unless and until DBS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Inc)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and X.X. Xxxxxx Securities LLC (“JPMS”), dated March 8, 2013 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on JPMS unless and until JPMS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: X.X. XXXXXX SECURITIES LLC By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and KeyBanc Capital Markets Inc. (“KeyBanc”), dated March 8, 2013 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on KeyBanc unless and until KeyBanc accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: KEYBANC CAPITAL MARKETS INC. By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice sets forth the Commitment Periodterms of the agreement of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) with CB Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”), relating to the issuance and sale of the Company’s Class A Common Stock, par value $0.01 per share, pursuant to the Distribution Agreement between the Company and Xxxxxxx Xxxxx, dated November 3, 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with Xxxxxxx Xxxxx to BNYMCM (engage in the case following transaction: Number of an IssuanceShares to be Sold: Minimum Price at which Shares may be Sold (“Floor Price”): Date(s) or on which Shares may be Sold: (“Purchase Date”) Discount/Commission (if different from the Forward Seller and the Forward Purchaser Agreement): Manner in which Shares are to be Sold: Agency Transaction Other Terms (in the case of a Forward), subject to the satisfaction of the conditions if any): The Agency Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or Xxxxxxx Xxxxx unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor Xxxxxxx Xxxxx will be bound by the terms of this Notice unless the Company in delivers its Acceptance by am/pm (New York time) on [the applicable Transaction Notice date hereof/ , 20 ]. The Agency Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Settlement Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to first above written CB XXXXXXX XXXXX GROUP, INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a breach of separate written acceptance referencing this Notice and delivered in accordance with the terms hereof.Agreement]
Appears in 1 contract
Samples: Distribution Agreement (Cb Richard Ellis Group Inc)
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i1) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 150,000,000 for any Issuance or $50,000,000 for any Forward Forward, as the case may be, without the prior written consent of BNYMCM Sales Agent or the Forward Seller, as applicable, which may be withheld in BNYMCMSales Agent’s or the Forward Seller’s sole discretion and (ii2) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither none of the Forward Purchaser, BNYMCM nor Sales Agent or the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction NoticeNotice subject to compliance with the limitations set forth in this Agreement; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company may not amend the “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as the case may be, if such amended “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as applicable, is less than the number of days that have previously transpired (in whole or on part) in such Selling Period as of the date of such amendment; (iii) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to a “Forward” to be a Transaction Notice specifying that it relates to an “Issuance”; (iv) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to an “Issuance” to be a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company”; and (iiiv) no reduction change in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Avalonbay Communities Inc)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and X.X. Xxxxxx Securities LLC (“JPMS”), dated May 16, 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on JPMS unless and until JPMS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: X.X. XXXXXX SECURITIES LLC By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear __________: This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and X.X. Xxxxxx Securities LLC (“JPMS”), dated November 9, 2011 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on JPMS unless and until JPMS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: X.X. XXXXXX SECURITIES LLC By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Inc)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Deutsche Bank Securities Inc. (“DBS”), dated June 25, 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on DBS unless and until DBS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i1) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 375,000,000 for any Issuance or $50,000,000 for any Forward Forward, as the case may be, without the prior written consent of BNYMCM Sales Agent or the Forward Seller, as applicable, which may be withheld in BNYMCMSales Agent’s or the Forward Seller’s sole discretion and (ii2) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither none of the Forward Purchaser, BNYMCM nor Sales Agent or the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction NoticeNotice subject to compliance with the limitations set forth in this Agreement; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company may not amend the “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as the case may be, if such amended “Number of Days in the Issuance Selling Period” or “Number of Days in the Forward Hedge Selling Period,” as applicable, is less than the number of days that have previously transpired (in whole or on part) in such Selling Period as of the date of such amendment; (iii) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to a “Forward” to be a Transaction Notice specifying that it relates to an “Issuance”; (iv) the Company shall not have the right to amend a Transaction Notice initially specifying that it relates to an “Issuance” to be a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company”; and (iiiv) no reduction increase in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Gaming & Leisure Properties, Inc.)
TRANSACTION NOTICE. On any Trading Day during Dear ___________: This Notice sets forth the Commitment Periodterms of the agreement of X.X. Xxxxxx Securities Inc. (“JPMS”) with OGE Energy Corp., an Oklahoma corporation (the “Company”) relating the issuance of up to 2,500,000 shares of the Company’s common stock, par value $0.01 per share pursuant to the Distribution Agreement between the Company and JPMS, dated November 20, 2008 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company may deliver a Transaction Notice shall have agreed with JPMS to BNYMCM (engage in the case following transaction: Type of an IssuanceTransaction: [Agency or Principal Transaction] Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Manner in which Shares are to be Sold: [Specify “at-the-market” or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions other method] Floor price: [Insert if any] Delivery Required?: [Yes] [No] The Transaction set forth in Sections 5.01 this Notice will not be binding on the Company or JPMS unless and 5.02until the Company delivers its Acceptance; provided, however, that (i) neither the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated Company nor JPMS will be bound by the terms of this Notice unless the Company in delivers its Acceptance by ____ am/pm (New York time) on [the applicable Transaction Notice date hereof/________, 200_]. The Transaction, if it becomes binding on the parties, shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without be subject to all of the prior written consent representations, warranties, covenants and other terms and conditions of BNYMCM or the Forward SellerAgreement, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and except to the extent the aggregate Sales Price amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the Shares sold pursuant thereto, together with representations and warranties set forth in the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, Agreement shall exceed the Maximum Program Amount. The Company shall be deemed to have the right, in its sole discretion, to amend been made at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; ’s Acceptance and (iii) no reduction on any Purchase Date and any Closing Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the Floor Price shall cause any sales manner contemplated by the Agreement. Very truly yours, X.X. XXXXXX SECURITIES INC. By:______________________________ Name: Title: ACCEPTED as of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to first above written OGE ENERGY CORP. By:______________________ Name: Title: [Note: The Company’s Acceptance may also be evidenced by a breach of separate written acceptance referencing this Notice and delivered in accordance with the terms hereof.Agreement]
Appears in 1 contract
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and KeyBanc Capital Markets Inc. (“KeyBanc”), dated May 19, 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on KeyBanc unless and until KeyBanc accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: KEYBANC CAPITAL MARKETS INC. By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Inc)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and Deutsche Bank Securities Inc. (“DBS”), dated March 8, 2013 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on DBS unless and until DBS accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and KeyBanc Capital Markets Inc. (“KeyBanc”), dated May 16, 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on KeyBanc unless and until KeyBanc accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: KEYBANC CAPITAL MARKETS INC. By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)
TRANSACTION NOTICE. On any Trading Day during Dear : This Notice relates to the Commitment Periodissuance and sale of Common Stock, par value $0.01 per share, of American Campus Communities, Inc., a Maryland corporation (the Company may deliver a “Company”), pursuant to the Equity Distribution Agreement between the Transaction Notice to BNYMCM Entities and KeyBanc Capital Markets Inc. (“KeyBanc”), dated June 25, 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amountsame meanings when used herein. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may behereby confirms that, as of the date of such amendment; this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (ii“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Transaction set forth in this Notice will not be binding on KeyBanc unless and until KeyBanc accepts its terms in accordance with Section 2(a) of the Company Agreement. The Transaction, if it becomes binding on the parties, shall not have be subject to all of the right to amend a Transaction Notice specifying that it relates to a “Forward” after representations, warranties, covenants and other terms and conditions of the related “Supplemental Confirmation” has been delivered Agreement, except to the Company; extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and (iii) no reduction warranties set forth in the Floor Price Agreement shall cause any sales be deemed to have been made at and as of Shares executed pursuant to such Transaction Notice prior to the date of receipt the Time of such amendment to be a breach Delivery and on any Purchase Date and any Settlement Date. Very truly yours, AMERICAN CAMPUS COMMUNITIES, INC. By: Name: Title: Accepted and agreed as of the terms hereof.date first above written: KEYBANC CAPITAL MARKETS INC. By: Name: Title:
Appears in 1 contract
Samples: Equity Distribution Agreement (American Campus Communities Operating Partnership LP)