TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager under, and pursuant to, that certain Equity Distribution Agreement between the Company and the Managers, dated March 18, 2015 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ ], 20[ ], [ ], 20[ ] . . . [ ], 20[ ] Maximum Number of Shares to be Sold in the Aggregate: [ ] Maximum Number of Shares to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yours, By: Name: Title: Accepted and agreed as of the date first above written: [·] By: Name: Title: [·] Ladies and Gentlemen: Halcón Resources Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated March 18, 2015 (the “Equity Distribution Agreement”), between the Company and BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC and MLV & Co. LLC (“the Managers” and each a “Manager”), to issue and sell to the undersigned Manager [ ] shares of the Company’s common stock, par value $[ . ] per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to the Manager the option to purchase an additional [ ] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by the Manager to the Company for the Purchased Shares. This option may be exercised by the Manager at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager, as agents of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the Manager is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to the Manager, and the Manager agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers and the Company. By: Name: Title: Accepted and agreed as of the date first above written: [·] By: Name: Title: [Price to Public: USD[ . ] per share] Purchase Price by the Managers: USD[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]
Appears in 1 contract
Sources: Equity Distribution Agreement (Halcon Resources Corp)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager [Addressee Manager] under, and pursuant to, that certain Equity Distribution Agreement between among the Company Partnership and the ManagersUBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup Global Markets Inc., ▇▇▇▇▇▇▇▇▇ LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., and ▇▇▇▇▇ Fargo Securities, LLC, dated March 18August 3, 2015 2017 (the “Agreement”). Please indicate your acceptance of the proposed terms belowbelow by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [ ], 20[ ], [ ], 20[ ] . . . [ ], 20[ ] Maximum Number of Shares Amount to be Sold in the Aggregate: [ ] ], Maximum Number of Shares Units to be Sold on each Trading Day: [ ] To be determined daily Floor Price: USDTo be determined daily Compensation to [Addressee Manager]: [ . ] Very truly yours, By: Name: Title: Accepted and agreed as ]% of the date first above written: gross offering proceeds [·Manager] By: Name: Title: [·Address] [City, State Zip] Ladies and Gentlemen: Halcón Resources CorporationEnLink Midstream Partners, LP, a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated March 18August 3, 2015 2017 (the “Equity Distribution Agreement”), between among the Company Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup Global Markets Inc., ▇▇▇▇▇▇▇▇▇ LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., and ▇▇▇▇▇ Fargo Securities, LLC and MLV & Co. LLC (“the Managers” and each a “Manager”), to issue and sell to the undersigned Manager [Addressee Manager] [ ] shares of common units representing limited partner interests in the Company’s common stock, par value $[ . ] per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to the Manager [Addressee Manager] the option to purchase an additional [ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager [Addressee Manager] shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by the Manager [Addressee Manager] to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by the Manager [Addressee Manager] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the [Addressee Manager], as agents agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to the Manager [Addressee Manager] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to the [Addressee Manager], and the Manager agrees [Addressee Manager]agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers [Addressee Manager] and the CompanyPartnership. By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [·] By: Name: Title: [Price to Public: USD[ . ] per shareunit] Purchase Price by the Managers[Addressee Manager]: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.]
Appears in 1 contract
Sources: Equity Distribution Agreement (EnLink Midstream Partners, LP)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager [•] under, and pursuant to, that certain Equity Distribution Agreement between the Company among Centerspace, a North Dakota real estate investment trust, and the ManagersCenterspace, LP, each of BMO Capital Markets Corp., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC, as sales agent, forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), as forward seller to Nomura Global Financial Products, Inc., its relevant forward purchaser, and each of Bank of Montreal, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, Bank of America, N.A., ▇▇▇▇▇▇▇▇▇ LLC, Nomura Global Financial Products, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Royal Bank of Canada, and UBS AG London Branch, as forward purchaser, dated March 18September 10, 2015 2021, as amended by Amendment No. 1 to the Equity Distribution Agreement, effective as of May 9, 2024, Amendment No. 2 to the Equity Distribution Agreement, effective as of July 29, 2024, and Amendment No. 3 to the Equity Distribution Agreement, effective as of September 9, 2024, (collectively, the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] . . . [ [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [·•] By: Name: Title: From: Centerspace Cc: Centerspace, LP To: [·•] Date: [•] Subject: Forward Placement Notice Ladies and Gentlemen: Reference is made to the Equity Distribution Agreement, dated as of September 10, 2021, as amended by Amendment No. 1 to the Equity Distribution Agreement, effective as of May 9, 2024, Amendment No. 2 to the Equity Distribution Agreement, effective as of July 29, 2024, and Amendment No. 3 to the Equity Distribution Agreement, effective as of September 9, 2024 (collectively, the “Agreement”), among Centerspace, Centerspace, LP, each of BMO Capital Markets Corp., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC, as sales agent, forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), as forward seller to Nomura Global Financial Products, Inc., its relevant forward purchaser, and each of Bank of Montreal, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, Bank of America, N.A., ▇▇▇▇▇▇▇▇▇ LLC, Nomura Global Financial Products, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Royal Bank of Canada and UBS AG London Branch, as forward purchaser. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement or the [Form of Confirmation set forth in Exhibit D to the Agreement][Master Confirmation, dated as of [•], between the Company and [•] (the “Master Confirmation”)]. The Company desires to enter into a Forward, including a related [Confirmation][Supplemental Confirmation], on the following terms: Forward Hedge Selling Period: [•]-[•] Maximum Number of Shares to be Sold Daily: [•] Aggregate Maximum Forward Hedge Amount: [USD][•] Minimum Price per Share: USD[•] Forward Seller Commission: [•]% Spread: [•]% 1 Adjustable by the Company during the Forward Hedge Selling Period. Initial Stock Loan Rate: [•]% Maximum Stock Loan Rate: [•]% Trade Date: [•], 20[•] Maturity Date: [•], 20[•] Forward Price Reduction Dates / Amounts (USD): [•], 20[•] / USD [•] [•], 20[•] / USD [•] [•], 20[•] / USD [•] [•], 20[•] / USD [•] [Other Deviations from [Form of][Master] Confirmation:] [•] Very truly yours, By: Name: Title: [Agreed and accepted by: By: Name: Title: ] [•] Ladies and Gentlemen: Halcón Resources CorporationCenterspace, a Delaware corporation North Dakota real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated March 18September 10, 2015 2021, as amended by Amendment No. 1 to the Equity Distribution Agreement, effective as of May 9, 2024, Amendment No. 2 to the Equity Distribution Agreement, effective as of July 29, 2024, and Amendment No. 3 to the Equity Distribution Agreement, effective as of September 9, 2024 (collectively, the “Equity Distribution Agreement”), between the Company and Centerspace, LP a North Dakota Limited Partnership, each of BMO Capital Markets Corp., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., RBC Capital Markets, LLC and MLV UBS Securities LLC, as sales agent, forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), as forward seller to Nomura Global Financial Products, Inc., its relevant forward purchaser, and each of Bank of Montreal, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. LLC (“the Managers” Incorporated, Bank of America, N.A., ▇▇▇▇▇▇▇▇▇ LLC, Nomura Global Financial Products, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Royal Bank of Canada and each a “Manager”)UBS AG London Branch, as forward purchaser, to issue and sell to the undersigned Manager [ [•] [_______] shares of the Company’s common stockshares of beneficial interest, no par value $[ . ] per share (the “Purchased Shares”)) [, and, solely for the purpose of covering over-allotments, to grant to the Manager [•] the option to purchase an additional [ [_______] shares of such common stock shares of beneficial interest (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager [•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by the Manager [•] to the Company for the Purchased Shares. This option may be exercised by the Manager [•] at any time (but not more than once) on or before the thirtieth 30th day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager[•], as agents agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the Manager [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to the Manager[•], and the Manager [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers [•] and the Company. By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [·•] By: Name: Title: [Price to Public: USD[ . [__.__] per share] Purchase Price by the Managers[•]: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same same-day funds.]
Appears in 1 contract
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager [•] under, and pursuant to, that certain Equity Distribution Agreement between the Company American Finance Trust, Inc., a Maryland corporation (the “Company”), and American Finance Operating Partnership, L.P., a Delaware limited partnership (the Managers“Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., ▇. ▇▇▇▇▇ Securities, Inc., Citizens Capital Markets, Inc., ▇.▇. ▇▇▇▇▇▇▇▇ & Co., KeyBanc Capital Markets Inc., Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc., and Truist Securities, Inc. (each an “Agent” and collectively, the “Agents”), dated March 18January [●], 2015 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] . . . [ [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, By: Name: Title: Accepted and agreed as of By: Name: Title: the date first above written: [·•] By: Name: Title: [·•] Ladies and Gentlemen: Halcón Resources CorporationAmerican Finance Trust, Inc., a Delaware Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated March 18January [●], 2015 2021 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., ▇. ▇▇▇▇▇ Securities, Inc., Citizens Capital Markets, Inc., ▇.▇. ▇▇▇▇▇▇▇▇ LLC and MLV & Co., KeyBanc Capital Markets Inc., Ladenburg ▇▇▇▇▇▇▇▇ & Co. LLC Inc., and Truist Securities, Inc. (each an “the ManagersAgent” and each a collectively, the “ManagerAgents”), to issue and sell to the undersigned Manager [ [•] [_______] shares of the Company’s common stock, par value $[ . ] per share 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Purchased Shares”)) [, and, solely for the purpose of covering over-allotments, to grant to the Manager [•] the option to purchase an additional [ [_______] shares of such common preferred stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager •] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by the Manager [•] to the Company for the Purchased Shares. This option may be exercised by the Manager [•] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager[•], as agents agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the Manager [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to the Manager[•], and the Manager [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers [•] and the Company. By: Name: Title: Accepted and agreed as of By: Name: Title: the date first above written: [·•] By: Name: Title: [Price to Public: USD[ . [__.__] per share] Purchase Price by the Managers[•]: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]
Appears in 1 contract
Sources: Equity Distribution Agreement (American Finance Trust, Inc)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager [BANK] under, and pursuant to, that certain Equity Distribution Agreement between among the Company and the Managerssales agents party thereto, dated March February 18, 2015 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ ], 20[ ], [ ], 20[ ] . . . ... [ ], 20[ ] Maximum Number of Shares to be Sold in the Aggregate: [ ] Maximum Number of Shares to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yours, By: Name: Title: Accepted and agreed as of the date first above written: [·BANK] By: Name: Title: [·•] [•] [•] Ladies and Gentlemen: Halcón Resources CorporationHecla Mining Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated March February 18, 2015 (the 2021(the “Equity Distribution Agreement”), between among the Company and BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC and MLV & Co. LLC (“the Managers” and each a “Manager”)sales agents party thereto, to issue and sell to the undersigned Manager [ [BANK] [•] shares of the Company’s common stock, par value $[ . ] 0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to the Manager [BANK] the option to purchase an additional [ [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager [BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by the Manager [BANK] to the Company for the Purchased Shares. This option may be exercised by the Manager [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager[BANK], as agents agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the Manager [BANK], is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to the Manager[BANK], and the Manager [BANK] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers [BANK] and the Company. HECLA MINING COMPANY By: Name: Title: Accepted and agreed as of the date first above written: [·BANK] By: Name: Title: [Price to Public: USD[ . ] per share] Purchase Price by the Managers[BANK]: USD[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]
Appears in 1 contract
Sources: Equity Distribution Agreement (Hecla Mining Co/De/)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager [Addressee Manager] under, and pursuant to, that certain Equity Distribution Agreement between among the Company Partnership and the ManagersBMO Capital Markets Corp., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup Global Markets Inc., ▇▇▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. and RBC Capital Markets, LLC, dated March 18November 7, 2015 2014 (the “Agreement”). Please indicate your acceptance of the proposed terms belowbelow by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [ ], 20[ ], [ ], 20[ ] . . . [ ], 20[ ] Maximum Number of Shares Units to be Sold in the Aggregate: [ ] ], Maximum Number of Shares Units to be Sold on each Trading Day: [ ] ], Floor Price: USD[ . ] Compensation to [Addressee Manager]: [ ]% of the gross offering proceeds Very truly yours, By: Name: Title: Accepted and agreed as of the date first above written: [·] EnLink Midstream GP, LLC, its General Partner By: Name: Title: [·Manager] [Address] [City, State Zip] Ladies and Gentlemen: Halcón Resources CorporationEnLink Midstream Partners, LP, a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated March 18November 7, 2015 2014 (the “Equity Distribution Agreement”), between among the Company Partnership and BMO Capital Markets Corp., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ LLC & ▇▇▇▇▇ Incorporated, Citigroup Global Markets Inc., ▇▇▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. and MLV & Co. LLC (“the Managers” and each a “Manager”)RBC Capital Markets, LLC, to issue and sell to the undersigned Manager [Addressee Manager] [ ] shares of common units representing limited partner interests in the Company’s common stock, par value $[ . ] per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to the Manager [Addressee Manager] the option to purchase an additional [ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager [Addressee Manager] shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by the Manager [Addressee Manager] to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by the Manager [Addressee Manager] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the [Addressee Manager], as agents agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to the Manager [Addressee Manager] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to the [Addressee Manager], and the Manager agrees [Addressee Manager]agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers [Addressee Manager] and the CompanyPartnership. By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [·] By: Name: Title: [Price to Public: USD[ . ] per shareunit] Purchase Price by the Managers[Addressee Manager]: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.]
Appears in 1 contract
Sources: Equity Distribution Agreement (EnLink Midstream Partners, LP)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager BMOCM under, and pursuant to, that certain Equity Distribution Agreement between the Company Partnership and the ManagersBMOCM, dated March 181, 2015 2013 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [ ], 20[ ], [ ], 20[ ] . . . [ ], 20[ ] Maximum Number of Shares Units to be Sold in the Aggregate: [ ] Maximum Number of Shares Units to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Compensation to BMOCM: [ ]% of the gross offering proceeds Very truly yours, CROSSTEX ENERGY, L.P. By: Crosstex Energy GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [·] BMO CAPITAL MARKETS CORP. By: Name: Title: [·] BMO Capital Markets Corp. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Halcón Resources CorporationCrosstex Energy, L.P., a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated March 181, 2015 2013 (the “Equity Distribution Agreement”), between the Company Partnership and BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC and MLV & Co. LLC Corp. (“the Managers” and each a “ManagerBMOCM”), to issue and sell to the undersigned Manager BMOCM [ ] shares of common units representing limited partner interests in the Company’s common stock, par value $[ . ] per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to the Manager BMOCM the option to purchase an additional [ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager BMOCM shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by the Manager BMOCM to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by the Manager BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the ManagerBMOCM, as agents agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to the Manager BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to the ManagerBMOCM, and the Manager BMOCM agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers BMOCM and the CompanyPartnership. CROSSTEX ENERGY, L.P. By: Crosstex Energy GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [·] BMO CAPITAL MARKETS CORP. By: Name: Title: [Price to Public: USD[ . ] per shareunit] Purchase Price by the ManagersBMOCM: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [ ], 20[ ] Closing Location: [ ] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): · the officer’s certificate referred to in Section 4(c); · the legal opinions referred to in Section 4(d) and (e); · the “comfort letter” referred to in Section 4(g); and · such other documents as BMOCM shall reasonably request. [Indemnity: [ ]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(m) of the Equity Distribution Agreement, [ ].]
Appears in 1 contract
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager BMOCM under, and pursuant to, that certain Equity Distribution Agreement between the Company Partnership and the ManagersBMOCM, dated March 18May 29, 2015 2014 (the “Agreement”). Please indicate your acceptance of the proposed terms belowbelow by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [ ], 20[ ], ,[ ], 20[ ] . . . [ ], 20[ ] Maximum Number of Shares Units to be Sold in the Aggregate: [ ] ], Maximum Number of Shares Units to be Sold on each Trading Day: [ ] ], Floor Price: USD[ . ] Compensation to BMOCM: [ ]% of the gross offering proceeds Very truly yours, By: Name: Title: Accepted and agreed as of the date first above written: [·] EnLink Midstream GP, LLC, its General Partner By: Name: Title: [·] BMO Capital Markets Corp. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Halcón Resources CorporationEnLink Midstream Partners, LP, a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated March 18May 29, 2015 2014 (the “Equity Distribution Agreement”), between the Company Partnership and BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC and MLV & Co. LLC Corp. (“the Managers” and each a “ManagerBMOCM”), to issue and sell to the undersigned Manager BMOCM [ ] shares of common units representing limited partner interests in the Company’s common stock, par value $[ . ] per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to the Manager BMOCM the option to purchase an additional [ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager BMOCM shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by the Manager BMOCM to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by the Manager BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the ManagerBMOCM, as agents agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to the Manager BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to the ManagerBMOCM, and the Manager BMOCM agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers BMOCM and the CompanyPartnership. By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [·] By: Name: Title: [Price to Public: USD[ . ] per shareunit] Purchase Price by the ManagersBMOCM: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [ ], 20[ ] Closing Location: [ ] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): · the officer’s certificate referred to in Section 4(d); · the legal opinions referred to in Section 4(e) and (f); · the “comfort letter” referred to in Section 4(g); and · such other documents as BMOCM shall reasonably request. [Indemnity: [ ]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(m) of the Equity Distribution Agreement, [ ].]
Appears in 1 contract
Sources: Equity Distribution Agreement (EnLink Midstream Partners, LP)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager BMOCM under, and pursuant to, that certain Equity Distribution Agreement between the Company Partnership and the ManagersBMOCM, dated March 18May 10, 2015 2013 (the “Agreement”). Please indicate your acceptance of the proposed terms belowbelow by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [ ], 20[ ], [ ], 20[ ] . . . [ ], 20[ ] Maximum Number of Shares Units to be Sold in the Aggregate: [ ] Maximum Number of Shares Units to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Compensation to BMOCM: [ ]% of the gross offering proceeds Very truly yours, CROSSTEX ENERGY, L.P. By: Crosstex Energy GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [·] By: Name: Title: [·] BMO Capital Markets Corp. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Halcón Resources CorporationCrosstex Energy, L.P., a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated March 18May 10, 2015 2013 (the “Equity Distribution Agreement”), between the Company Partnership and BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC and MLV & Co. LLC Corp. (“the Managers” and each a “ManagerBMOCM”), to issue and sell to the undersigned Manager BMOCM [ ] shares of common units representing limited partner interests in the Company’s common stock, par value $[ . ] per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to the Manager BMOCM the option to purchase an additional [ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager BMOCM shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by the Manager BMOCM to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by the Manager BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the ManagerBMOCM, as agents agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to the Manager BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to the ManagerBMOCM, and the Manager BMOCM agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers BMOCM and the CompanyPartnership. CROSSTEX ENERGY, L.P. By: Crosstex Energy GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [·] BMO CAPITAL MARKETS CORP. By: Name: Title: [Price to Public: USD[ . ] per shareunit] Purchase Price by the ManagersBMOCM: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [ ], 20[ ] Closing Location: [ ] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): · the officer’s certificate referred to in Section 4(d); · the legal opinions referred to in Section 4(e) and (f); · the “comfort letter” referred to in Section 4(g); and · such other documents as BMOCM shall reasonably request. [Indemnity: [ ]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(m) of the Equity Distribution Agreement, [ ].]
Appears in 1 contract
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager [Insert Applicable Manager] under, and pursuant to, that certain Equity Distribution Agreement between the Company Transaction Parties, the Managers and the ManagersForward Purchasers party thereto, dated March 18August 23, 2015 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [●], 20[ [●], [ [●], 20[ [●] . . . [ [●], 20[ [●] Maximum Number of Shares to be Sold in the Aggregate: [ [●] Maximum Number of Shares to be Sold on each Trading Day: [ [●] Floor Price: USD[ . [●] Very truly yours, By: Name: Title: Accepted and agreed as of the date first above written: [·INSERT APPLICABLE MANAGER] By: Name: Title: [·Insert Applicable Manager] Ladies and Gentlemen: Halcón Resources CorporationBroadstone Net Lease, Inc., a Delaware Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated March 18August 23, 2015 2021 (the “Equity Distribution Agreement”), between by and among the Company Company, the Managers and BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC and MLV & Co. LLC (“the Managers” and each a “Manager”)Forward Purchasers, to issue and sell to [Insert Applicable Manager] (the undersigned Manager [ “UW Manager”) [●] shares of the Company’s common stock, par value $[ . ] 0.00025 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to the UW Manager the option to purchase an additional [ [●] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The UW Manager shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by the UW Manager to the Company for the Purchased Shares. This option may be exercised by the UW Manager at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the UW Manager, as agents agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the UW Manager is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to the UW Manager, and the UW Manager agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers UW Manager and the Company. Very truly yours, By: Name: Title: Accepted and agreed as of the date first above written: [·INSERT UW MANAGER] By: Name: Title: [Price to Public: USD[ . [●] per share] Purchase Price by the Managers[Insert Manager]: USD[ . [●] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]
Appears in 1 contract
Sources: Equity Distribution Agreement (Broadstone Net Lease, Inc.)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager [•] under, and pursuant to, that certain Equity Distribution Agreement between Investors Real Estate Trust, a North Dakota real estate investment trust (the Company “Company”), and IRET Properties, a North Dakota Limited Partnership (the Managers“Operating Partnership”), BMO Capital Markets Corp., BTIG, LLC, J▇▇▇▇▇▇▇▇ LLC, R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. and R▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated (each an “Agent” and collectively, the “Agents”), dated March 18November 7, 2015 2019 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] . . . [ [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [·•] By: Name: Title: [·•] Ladies and Gentlemen: Halcón Resources CorporationInvestors Real Estate Trust, a Delaware corporation North Dakota real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated March 18November 7, 2015 2019 (the “Equity Distribution Agreement”), between the Company and IRET Properties, a North Dakota Limited Partnership (the “Operating Partnership”), BMO Capital Markets Corp., ▇BTIG, LLC, J▇▇▇▇▇▇▇▇ LLC LLC, R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. and MLV R▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. LLC Incorporated (each an “the ManagersAgent” and each a collectively, the “ManagerAgents”), to issue and sell to the undersigned Manager [ [•] [_______] shares of the Company’s common stockshares of beneficial interest, no par value $[ . ] per share (the “Purchased Shares”)) [, and, solely for the purpose of covering over-allotments, to grant to the Manager [•] the option to purchase an additional [ [_______] shares of such common stock shares of beneficial interest (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager [•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by the Manager [•] to the Company for the Purchased Shares. This option may be exercised by the Manager [•] at any time (but not more than once) on or before the thirtieth 30th day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager[•], as agents agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the Manager [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to the Manager[•], and the Manager [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers [•] and the Company. By: Name: M▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Title: Chief Executive Officer By: Name: Title: Accepted and agreed as of the date first above written: [·•] By: Name: Title: [Price to Public: USD[ . [__.__] per share] Purchase Price by the Managers[•]: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same same-day funds.]
Appears in 1 contract
Sources: Equity Distribution Agreement (Investors Real Estate Trust)
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with a Manager BMOCM under, and pursuant to, that certain Equity Distribution Agreement between the Company Partnership and the ManagersBMOCM, dated March 18[ ], 2015 20[ ] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Common Units may be Sold: [ ], 20[ ], [ ], 20[ ] . . . [ ], 20[ ] Maximum Number of Shares Common Units to be Sold in the Aggregate: [ ] Maximum Number of Shares Common Units to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yoursBy: New Source Energy GP, LLC its General Partner By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [·] BMO CAPITAL MARKETS CORP. By: Name: Title: [·] BMO Capital Markets Corp. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Halcón Resources CorporationNew Source Energy Partners L.P., a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated March 18October [ ], 2015 2014 (the “Equity Distribution Agreement”), between the Company Partnership and BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC and MLV & Co. LLC Corp. (“the Managers” and each a “ManagerBMOCM”), to issue and sell to the undersigned Manager BMOCM [ ] shares of common units representing limited partner interests in the Company’s common stock, par value $[ . ] per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to the Manager BMOCM the option to purchase an additional [ ] shares Units of such common stock (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The Manager BMOCM shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by the Manager BMOCM to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by the Manager BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the ManagerBMOCM, as agents agent of the CompanyPartnership, of offers to purchase Shares Common Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to the Manager BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to the ManagerBMOCM, and the Manager BMOCM agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers BMOCM and the CompanyPartnership. By: New Source Energy GP, LLC its General Partner By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [·] BMO CAPITAL MARKETS CORP. By: Name: Title: [Price to Public: USD[ . ] per shareunit] Purchase Price by the ManagersBMOCM: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Partnership via DWAC in return for payment of the purchase price.] Settlement Date: [ ], 20[ ] Closing Location: [ ] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): • the officer’s certificate referred to in Section 4(c); • the legal opinions referred to in Section 4(d) and (e); • the “comfort letter” referred to in Section 4(f); • the reserve engineer letter referred to in Section 4(g); and • such other documents as BMOCM shall reasonably request. [Indemnity: [ ]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(p) of the Equity Distribution Agreement, [ ].]
Appears in 1 contract
Sources: Equity Distribution Agreement (New Source Energy Partners L.P.)