ATM Offering Sample Clauses
An ATM Offering clause defines the terms under which a company may issue and sell its securities, such as shares, directly into the open market at prevailing prices through an "at-the-market" (ATM) program. This clause typically outlines the process for executing such sales, the maximum amount of securities that can be offered, and any conditions or limitations imposed on the offering. By including this clause, the company gains flexibility to raise capital efficiently and opportunistically, addressing funding needs as they arise without the need for a traditional, large-scale public offering.
ATM Offering. If an Offering is an ATM, the Company and ▇▇▇▇▇▇▇▇▇▇ shall enter into a customary at-the-market sales agreement in form and substance satisfactory to ▇▇▇▇▇▇▇▇▇▇ and its counsel.
ATM Offering. On the Business Day immediately following the Closing Date, the Company covenants and agrees to commence a public offering of shares of its Common Stock pursuant to its existing Form S-3 shelf registration statement (the “Registration Statement”) in the form of an ATM Offering. The ATM Offering shall comply with the applicable terms of this Agreement and the ATM Sales Agreement, including (a) the filing of a Prospectus Supplement to the Registration Statement simultaneously with, or immediately following, the filing of the Form 8-K pursuant to Section 6.1, and (b) listing an offering size on the Prospectus Supplement for the ATM Offering which shall be equal to the maximum number of authorized but unissued shares of Common Stock which may be sold pursuant to the Registration Statement in accordance with SEC rules (including Instruction I.B.6 to Registration Statement on Form S-3) (the “Maximum Amount”). For the avoidance of doubt, the Maximum Amount shall be calculated (a) after the issuance of the Exchange Shares pursuant to the Exchange, and (b) treating the Participating Noteholders (and the Common Stock held by such Participating Noteholders or the Voting Trustee) as “non-affiliates” for the purposes of calculating the Public Float. The Company further covenants and agrees that, following the commencement of the ATM Offering (and for so long as shares of Common Stock are eligible to be sold pursuant thereto), the Company (a) shall not amend the ATM Sales Agreement in a manner that would be materially adverse to a Participating Party; (b) shall promptly notify each Participating Party if the ATM Sales Agreement is amended or terminated (and such notification shall include a copy of any such amendment, termination notice or other applicable documentation), and (c) shall provide each Participating Party with a weekly sales report (to be delivered after the market closes each Friday via e-mail to each Participating Party or its designated representative), which shall include the aggregate amount of Placement Shares sold during the preceding five (5) Trading Days.