Common use of Description of Shares Clause in Contracts

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.

Appears in 2 contracts

Samples: Amc Entertainment Holdings, Inc., Amc Entertainment Holdings, Inc.

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Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 shares (the “Shares”) of the Company’s Class A common stockshares, $0.01 without par value (“Common StockShares”), having an aggregate gross sales price of up to $25,000,000 (the “Shares”), 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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 18 hereof.

Appears in 1 contract

Samples: Terms Agreement (Associated Estates Realty Corp)

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 50,000,000 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.

Appears in 1 contract

Samples: Amc Entertainment Holdings, Inc.

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, shares of the Company’s common stock, $2 par value per share (“Common Stock”), having an aggregate gross sales price of up to 15,000,000 shares $50,000,000 (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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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.

Appears in 1 contract

Samples: Terms Agreement (Owens & Minor Inc/Va/)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.01 0.001 par value (“Common Stock”), having an aggregate gross sales price of up to $55,000,000 (the “Shares”), 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers Manager 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 the Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Agreement”) with the Manager 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.

Appears in 1 contract

Samples: PhaseBio Pharmaceuticals Inc

Description of Shares. The Company has issued and proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 18,172,219 shares (the “Shares”) of the Company’s Class A common stock, $0.01 0.0001 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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 18 hereof.

Appears in 1 contract

Samples: Terms Agreement (Delta Air Lines Inc /De/)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, of up to 15,000,000 40,000,000 common shares (the “Shares”) of the Company’s Class A common stockbeneficial interest, par value $0.01 par value per share (“Common Stock”), of the Company, 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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 18 hereof.

Appears in 1 contract

Samples: Terms Agreement (Prologis)

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 11,550,000 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.

Appears in 1 contract

Samples: Amc Entertainment Holdings, Inc.

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agent agents and/or principalprincipals, up to 15,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.01 0.001 par value (“Common Stock”), having an aggregate gross sales price of up to $50,000,000 (the “Shares”), 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 selling the Shares from the Company pursuant to this Agreement and the Managers agree to use their reasonable efforts to solicit purchases of sell 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 the Managers as principalprincipals, 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.

Appears in 1 contract

Samples: Distribution Agreement (Millendo Therapeutics, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agent and/or principal, up to 15,000,000 178,021,978 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.

Appears in 1 contract

Samples: Amc Entertainment Holdings, Inc.

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agent agents and/or principalprincipals, up to 15,000,000 37,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.01 par value per share (“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 each Manager agrees to use their its commercially reasonable efforts efforts, consistent with its normal trading and sales practices, to solicit purchases of sell 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.

Appears in 1 contract

Samples: Terms Agreement (United Airlines, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, shares of its common stock, par value $6.00 per share (“Common Shares”), having an aggregate gross sales price of up to 15,000,000 shares $45 million (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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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 18 hereof.

Appears in 1 contract

Samples: Distribution Agreement (Central Vermont Public Service Corp)

Description of Shares. The Company Partnership proposes to issue and sell through or to the Managers, as sales agent agents and/or principalprincipals, Class A shares representing limited partner interests in the Partnership (the “Class A shares”) having an aggregate gross sales price of up to 15,000,000 shares $125,000,000 (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 The Partnership hereby appoints the Managers as the exclusive agents of the Company Partnership for the purpose of soliciting purchases of the Shares from the Company Partnership pursuant to this Agreement and the Managers agree each Manager agrees to use their its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company Partnership 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 18 hereof.

Appears in 1 contract

Samples: Terms Agreement (8point3 Energy Partners LP)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 shares (the “Shares”) of the Company’s Class A its common stock, $0.01 par value per share (“Common StockShares”), having an aggregate gross sales price of up to $75 million (the “Shares”), 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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 18 hereof.

Appears in 1 contract

Samples: Agreement (LTC Properties Inc)

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Description of Shares. The Company has issued and proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 2,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.01 0.0001 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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 18 hereof.

Appears in 1 contract

Samples: Continuous Offering Program Agreement (Oculus Innovative Sciences, Inc.)

Description of Shares. The Company has issued and proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 4,516,629 shares (the “Shares”) of the Company’s Class A common stock, $0.01 0.0001 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Purchase Agreement”) in substantially the form of Annex I hereto, relating to such purchase and sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 18 hereof.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (China Direct Industries, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.01 0.0001 par value per share (“Common Stock” and the shares of Common Stock issued or issuable pursuant to this Agreement, the “Shares”), 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of selling the Shares from the Company pursuant to this Agreement Agreement, and the Managers agree Manager agrees to use their its reasonable efforts to solicit purchases of sell 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 the 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.

Appears in 1 contract

Samples: Sales Agreement (Apellis Pharmaceuticals, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 10,000,000 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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.

Appears in 1 contract

Samples: Terms Agreement (CAESARS ENTERTAINMENT Corp)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.01 0.0001 par value per share (“Common Stock” and the shares of Common Stock issued or issuable pursuant to this Agreement, the “Shares”), 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of selling the Shares from the Company pursuant to this Agreement Agreement, and the Managers agree Manager agrees to use their its reasonable efforts to solicit purchases of sell 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 the 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 18 hereof.

Appears in 1 contract

Samples: Terms Agreement (Apellis Pharmaceuticals, Inc.)

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 43,000,000 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.

Appears in 1 contract

Samples: Amc Entertainment Holdings, Inc.

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 20,000,000 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.

Appears in 1 contract

Samples: Amc Entertainment (Amc Entertainment Holdings, Inc.)

Description of Shares. The Company has issued and proposes to issue and sell through or to the ManagersManager, as sales agent and/or principal, up to 15,000,000 shares 2,000,000 (the “Shares”) of the Company’s Class A common stockordinary shares, $0.01 no par value (“Common StockOrdinary Shares), ) 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 ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Managers agree Manager agrees to use their 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 a the 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 18 hereof.

Appears in 1 contract

Samples: Continuous Offering Program Agreement (Origin Agritech LTD)

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