Sale and Delivery of Securities Sample Clauses

Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. (i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B) the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on Schedule B hereto (the “Authorized Company Representatives”) to make such sales and (C) the Company has satisfied its obligations under Section 8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $1,500,000,000 of Shares as described in the prospectus supplement dated September 20, 2024, or any Registration Statement filed pursuant to Section 5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a “Placement Notice”). Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an “underwriter” under the Act in a transaction that is other than by means of o...

Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine. (b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis. (c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securitie...

Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Sales Manager, as agent, and the Sales Manager agrees to sell, as agent for the Company, on a best efforts basis, up to the Maximum Amount of the Stock during the term of this Agreement on the terms set forth herein. The Stock will be sold from time to time in amounts and at prices as directed by the Company and as agreed to by the Sales Manager. (b) The Company or the Sales Manager may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), at any time and from time to time suspend the offering of Stock; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Stock sold hereunder prior to the giving of such notice. (c) The compensation to the Sales Manager for sales of Stock shall be at the following commission rates for the shares of Stock sold under this Agreement: 3.0% of the gross sales price per share (“sales proceeds”) for the first $8 million of aggregate sales proceeds raised in each year (commencing with the date hereof); 2.5% of sales proceeds for the next $4 million of aggregate sales proceeds raised in such year and 2.0% of sales proceeds for any additional aggregate sales proceeds raised in such year. For purposes of this section 2.1(c), the first year shall end on December 31, 2004, and each subsequent year shall end on the next succeeding December 31st. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect to such sale shall constitute the net proceeds to the Company for such Stock (the “Net Proceeds”). For purposes of the first sentence of this section 2.1(c), sales proceeds include sales proceeds from sales of Stock by the Sales Manager for the account of the Company, whether under this Agreement, or otherwise. (d) The Company shall open and maintain a trading account (the “Trading Account”) at a clearing agent designated by the Sales Manager to facilitate the transactions contemplated by this Agreement. The Net Proceeds from the sale of the Stock shall be available in the Trading Account on the third business day (or such other day as is industry practice for regular-way trading) following each sale of the Stock (each, a “Settlement Date”). The Compan...

Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Enterprise Parties and each of the Managers agree that the Partnership may from time to time seek to sell Units through the Managers, acting as sales agents, or directly to the Managers acting as principals, as follows: (i) The Partnership may submit to any Manager its orders (including any price, time or size limits or other customary parameters or conditions) to sell Units on any Trading Day (as defined herein) in a form and manner as mutually agreed to by the Partnership and such Manager (a “Transaction Proposal”); provided, however, that the Partnership will only submit its orders to one of the Managers on a single Trading Day. As used herein, “Trading Day” shall mean any trading day on the NYSE.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Managers agree that (x) the Company may from time to time seek to sell Shares through the Managers, acting as sales agents, or directly to the Managers acting as principals (any such agented or principal sale, a “Direct Sale”) or (y) the Company may, in consultation with the Forward Purchasers and the Managers, instruct the Forward Purchasers or their affiliates acting as forward sellers (any such sale, a “Forward Sale”) to borrow, offer and sell Shares through the Managers (acting as agents or principals of the Forward Purchasers), as follows: (a) The Company may submit to a Manager its orders (including any price, time or size limits or other customary parameters or conditions) to sell Shares on any Trading Day (as defined below) in a form and manner as mutually agreed to by the Company and such Manager; provided, however, that the Company will only submit its orders to one of the Managers on a single Trading Day. Such instruction shall also specify whether such Shares (i) will be sold through the Manager, acting as sales agent or principal in a Direct Sale, or (ii) borrowed by a Forward Purchaser or its affiliates and sold through the relevant Manager, as forward seller in connection with a Forward Sale. As used herein, “Trading Day” shall mean any trading day on the NYSE.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or directly to the Manager acting as principal, as follows: (a) The Company may submit to the Manager its orders (including any price, time or size limits or other customary parameters or conditions) to sell Shares on any Trading Day (as defined herein) in a form and manner as mutually agreed to by the Company and the Manager. As used herein, “Trading Day” shall mean any trading day on the NASDAQ.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Stockholder, at a purchase price per share of the Securities set forth on Schedule B hereto. The Selling Stockholder will deliver the Securities to or for the account of the Underwriter in a form reasonably acceptable to the Underwriter, against payment of the purchase price by the Underwriter in Federal (same day) funds as instructed in writing by the Selling Stockholder and satisfactory to the Underwriter, on November 25, 2015, or at such other time not later than seven full business days thereafter as the Underwriter and the Selling Stockholder determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company appoints UBS Securities LLC as the Manager in connection with the offer and sale of Shares in any transaction entered into hereunder. If the Company decides to issue and sell shares of its Common Stock under the Distribution Agreements, the Company will be obligated to do so through the Managers. The Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or (if and only if the parties hereto have so agreed in writing) directly to the Manager acting as principal, in (1) privately negotiated transactions (if and only if the parties hereto have so agreed in writing), or (2) by any other method or payment permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including sales made directly on the New York Stock Exchange or sales made to or through a market maker or through an electronic communications network, as follows (nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in clause (1) above, and either party may withhold its consent thereto in such party’s sole discretion): (i) The Company (through Xxxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xx., Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx Xxxxxxx, each a Company representative to whom the Company has conveyed full power and authority to submit sale orders to, and to negotiate terms agreements with, the Managers (a “Designated Representative”), and any substitute or additional Designated Representative as designated by the Company and notified in writing to the Managers) may submit to the Manager its orders (including any price, time or size limits or other customary parameters or conditions) to sell Shares on any Trading Day (as defined herein) in a form and manner as mutually agreed to by the Company and the Manager. As used herein, “Trading Day” shall mean any trading day on the NYSE.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Managers agrees that the Company may from time to time seek to sell Shares through a Manager, acting as sales agent, or directly to a Manager acting as principal, as follows: (a) The Company may submit to a Designated Manager (as defined below) an order (including any price, time or size limits or other customary parameters or conditions) (a “Company Order”) to sell Shares on any Trading Day (as defined herein) in a form and manner as mutually agreed to by the Company and the Designated Manager; provided that the Company will only submit a Company Order to one of the Managers on any single given Trading Day, but in no event more than one Manager, and the Company shall in no event request that the Designated Manager and any other Managers sell Shares on the same day; provided, however, that the foregoing limitation shall only apply with respect to the Managers acting as sales agents. As used herein, “Designated Manager” shall mean, with respect to any Company Order, the Manager selected by the Company to act as sales agent, provided that such Manager selected by the Company has agreed to act as sales agent; and “Trading Day” shall mean any trading day on the New York Stock Exchange (the “NYSE”).

Sale and Delivery of Securities. (a) Subject to the terms and conditions set forth herein, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Company, at a purchase price per Depositary Share of $24.625, the number of Depositary Shares set forth opposite the name of the Underwriter in Schedule I hereto. The total number of Depositary Shares to be purchased by the Underwriter pursuant to this Agreement shall be the aggregate number of Depositary Shares as set forth in Schedule I hereto.