Description of Shares. The beneficial interest in the Trust shall be divided into Shares, all without par value. The Trustees shall have the authority from time to time to issue or reissue Shares in one or more Series of Shares (including without limitation the Series specifically established and designated in Section 4.2), as they deem necessary or desirable, to establish and designate such Series, and to fix and determine the relative rights and preferences as between the different Series of Shares as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Series shall have separate voting rights or no voting rights. The Shares of each Series may be issued or reissued from time to time in one or more Classes, as determined by the Board of Trustees pursuant to resolution. Each Class shall be appropriately designated, prior to the issuance of any shares thereof, by some distinguishing letter, number or title. All Shares within a Class shall be alike in every particular. All Shares of each Series shall be of equal rank and have the same powers, preferences and rights, and shall be subject to the same qualifications, limitations and restrictions without distinction between the shares of different Classes thereof, except with respect to such differences among such Classes, as the Board of Trustees shall from time to time determine to be necessary or desirable, including without limitation differences in expenses, in voting rights and in the rate or rates of dividends or distributions. The Board of Trustees may from time to time increase the number of Shares allocated to any Class already created by providing that any unissued Shares of the applicable Series shall constitute part of such Class, or may decrease the number of Shares allocated to any Class already created by providing that any unissued Shares previously assigned to such Class shall no longer constitute part thereof. The Board of Trustees is hereby empowered to classify or reclassify from time to time any unissued Shares of each Series by fixing or altering the terms thereof and by assigning such unissued shares to an existing or newly created Class. Notwithstanding anything to the contrary in this paragraph the Board of Trustees is hereby empowered (i) to redesignate any issued Shares of any Series by assigning a distinguishi...
Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511), including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in wh...
Description of Shares. If the Trustees shall create sub-trusts and divide the Shares into one or more Series or create Classes of Shares, the following provisions shall be applicable:
Description of Shares. The Company proposes to issue and sell --------------------- 1,700,000 shares of its authorized and unissued Common Stock, $.001 par value per share (the "Firm Shares"), to the several Underwriters. The Company also proposes to grant to the Underwriters an option to purchase up to 255,000 additional shares of the Company's Common Stock, $.001 par value per share (the "Option Shares"), as provided in Section 7 hereof. As used in this Agreement, the term "Shares" shall include the Firm Shares and the Option Shares. All shares of Common Stock, $.001 par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby, including the Shares, are hereinafter referred to as "Common Stock."
Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agent and/or principal, up to 15,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.01 par value (“Common Stock”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree to use their reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof.
Description of Shares. The beneficial interest in the Trust shall be divided into Shares, all at $.01 par value, but the Trustees shall have the authority from time to time to divide the Shares into two or more Series of Shares (each of which Series of Shares shall be a separate and distinct Sub-Trust of the Trust, including without limitation those Sub-Trusts specifically established and designated in Section 4.2), as they deem necessary or desirable. Each Sub-Trust established hereunder shall be deemed to be a separate trust under Massachusetts General Laws Chapter 182. The Trustees shall have exclusive power without the requirement of shareholder approval to establish and designate such separate and distinct Sub-Trusts, and to fix and determine the relative rights and preferences as between the shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. The number of authorized Shares and the number of Shares of each Sub-Trust and Class that may be issued is unlimited, and the Trustees may issue Shares of any Sub-Trust and Class for such consideration and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in subsection (h) of Section 4.2). The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Sub-Trust into one or more Sub-Trusts or Class that may be established and designated from time to time. The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Sub-Trust or Class reacquired by the Trust. In addition, the Trustees shall have the exclusive power, with or without Shareholder approval, to establish and designate, and to issue by Classes, Shares of any Sub-Trust or to divide the Shares of any Sub-Trust into Classes, each Class having such different dividend, liquidation, voting, and other rights as the Trustees may dete...
Description of Shares. Except as described in the Prospectus (as defined below) or in Section 4 hereof, the Shares are to be sold at a per Share cash price as follows:
Description of Shares. The Company proposes to issue and sell 5,000,000 shares of its authorized and unissued Common Stock, $.01 par value, to the several Underwriters. The Selling Stockholders, acting severally and not jointly, propose to sell an aggregate of 665,000 shares of the Company's authorized and outstanding Common Stock, $.01 par value, to the several Underwriters. The 5,000,000 shares of Common Stock, $.01 par value, of the Company to be sold by the Company are hereinafter called the "Company Shares" and the 665,000 shares of Common Stock, $.01 par value, to be sold by the Selling Stockholders are hereinafter called the "Selling Stockholder Shares." The Company Shares and the Selling Stockholder Shares are hereinafter collectively referred to as the "Firm Shares." The Company and a certain Selling Stockholder also propose to grant, severally and not jointly, to the Underwriters an option to purchase up to 849,750 additional shares of the Company's Common Stock, $.01 par value (the "Option Shares"), as provided in Section 7 hereof. As used in this Agreement, the term "Shares" shall include the Firm Shares and the Option Shares. All shares of Common Stock, $.01 par value, of the Company to be outstanding after giving effect to the sales contemplated hereby, including the Shares, are hereinafter referred to as "Common Stock."
Description of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, (subject to the last sentence of this paragraph of this Section 1) (a) up to 8,000,000 shares of the Company’s Class A Shares of Beneficial Interest, par value $0.01 per share (the “Common Shares”), (b) up to 1,000,000 shares of the Company’s 6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series D Shares"), and/or, (c) up to 1,000,0000 of the Company’s 6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series E Shares" and, together with the Series D Shares, the “Preferred Shares,” and, the Preferred Shares together with the Common Shares, the “Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Company and the Partnership entered into equity distribution agreements with (i) Xxxxxx X. Xxxxx & Co. Incorporated (“Baird”), dated as of April 26, 2017, (ii) JonesTrading Institutional Services LLC (“JonesTrading”), dated as of April 26, 2017, and (iii) Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”), dated as of April 26, 2017 (each, an "Alternative Manager" and, together with any other manager with which the Company and Partnership may enter into an equity distribution agreement with respect to the Shares, the "Alternative Managers" and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Partnership may enter into with Alternative Managers, the “Other Equity Distribution Agreements”) for the issuance and sale from time to time to or through the Alternative Managers of the Shares on the terms to be set forth in the Other Equity Distribution Agreements. The Manager and the Alternative Managers are collectively referred to herein as the “Managers.” This Agreement and the Other Equity Distribution Agreements are collectively
Description of Shares. The Company proposes to issue and sell through or to the Agent, as sales agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Shares”), having an aggregate sale price of up to $200,000,000 (the “Maximum Amount”) of the Company’s common stock, $0.01 par value (“Common Stock”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as an agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof. The Company has also entered into separate equity distribution agreements with respect to the Shares (each an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with RBC Capital Markets, LLC, FBR Capital Markets & Co., X.X. Xxxxxx Securities LLC, JMP Securities LLC, and Xxxxx, Xxxxxxxx & Xxxxx, Inc. (each an “Alternative Agent” and collectively, the “Alternative Agents”).
