FORM OF PLACEMENT NOTICE Sample Clauses

FORM OF PLACEMENT NOTICE. From: [-] Cc: [-] To: [-] Subject: Controlled Equity OfferingSM—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement among Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), KA Fund Advisors, LLC, Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-] (“[-]”), on the other, dated [-], 201_ (the “Agreement”), I hereby request on behalf of the Fund that [-] sell up to [-] Shares, pursuant to the following instructions (subject to a per Share gross sales price at least equal to the Minimum Daily Price of the shares of Common Stock and subject to any other restrictions on the sale of shares of Common Stock [to be completed by KA]. The Fund hereby confirms that, as of the date of this Placement Notice, the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Terms used herein have the meanings ascribed to them in the Agreement. SCHEDULE 2 [-] [-] XXXXX XXXXXXXX MLP INVESTMENT COMPANY [-] SCHEDULE 3 AMOUNT OF COMMISSIONS PAID TO [-] Up to [-]% of the gross sales price of all shares of Common Stock of Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), sold through [-] under the controlled equity offering governed by the Controlled Equity OfferingSM Sales Agreement, dated [-], 201_, between the Fund, KA Fund Advisors, LLC and Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-], on the other. EXHIBIT A-1
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FORM OF PLACEMENT NOTICE. Dear : This confirms our agreement to sell up to shares of Common Stock, par value $.01 per share, of Energen Corporation, an Alabama corporation (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and Cantor Fxxxxxxxxx & Co.(“CF&Co.”) on , 2003 (the “Agreement”). Terms used herein but not defined herein shall have the meanings set forth in the Agreement. Number of Shares to be Sold: Minimum Price at which Share may be Sold: Date(s) on which Shares may be Sold: Underwriting Discount/Commission: Manner and capacity in which shares are to be Sold : By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein:
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FORM OF PLACEMENT NOTICE. Dear : This confirms our agreement to sell up to shares of [Common Stock, par value $0.001 per share]/[Preferred Stock [ ]], of LUMINENT MORTGAGE CAPITAL , INC., a Maryland corporation (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and Cantor Xxxxxxxxxx & Co. (“CF&Co”) on February 7, 2005 (the “Agreement”). Terms used herein but not defined herein shall have the meanings set forth in the Agreement. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: Underwriting Discount/Commission: Manner and capacity in which shares are to be Sold : By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein: Placements. The terms set forth in this Placement Notice will not be binding on the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an “Acceptance”); provided, however, that neither the Company nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company. In the event of a conflict between the terms of the Agreement and the terms of a Placement Notice, the terms of this Placement Notice will control. Sale of Placement Shares by CF&Co. Subject to the terms and conditions of the Agreement, upon the Acceptance of a Placement Notice, and unless the sale of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of the Agreement, CF&Co will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of this Placement Notice. CF&Co will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to CF&Co with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Company acknowledges and agrees that (i) there can be no assurance that...
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FORM OF PLACEMENT NOTICE. Dear : This confirms our agreement to sell [ ] shares of Common Stock, par value $0.10 per share, of NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and Cantor Xxxxxxxxxx & Co. (“CF&Co”) on · ·, 2007 (the “Agreement”). Terms used herein but not defined herein shall have the meanings set forth in the Agreement. Number of Placement Shares to be sold: Minimum price per share at which Placement Shares may be sold: Date(s) on which Placement Shares may be sold: Underwriting Discount/Commission per Placement Share: Manner and capacity in which Placement Shares are to be sold : By executing this Placement Notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein:
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FORM OF PLACEMENT NOTICE. From: Cc: To: Subject: At-The-Market Equity Sales Agreement—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Distribution Agency Agreement between Fifth Street Finance Corporation (the “Company”), Fifth Street management LLC, FSC CT, Inc. LLC and KeyBanc Capital Markets Inc. (the “Agent”) dated August 22, 2014 (the “Agreement”), I hereby request on behalf of the Company that you sell up to shares of the Company’s common stock, par value $0.01 per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in any one trading day.] ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, AND/OR THE MANNER IN WHICH SALES ARE TO BE MADE BY THE SPECIFIED AGENT. THE COMPANY MAY CANCEL THIS PLACEMENT NOTICE AT ANY TIME IN ITS SOLE DISCRETION SUBJECT TO THE PROVISIONS OF SECTION 2(C) OF THE AGREEMENT.
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FORM OF PLACEMENT NOTICE. Exhibit 7(m) Ex 7(m)-1 Exhibit 7(n)(i) [Form of Company Counsel Opinion] (See attached) Ex 7(n)(i)-1 Exhibit 7(n)(ii) [Form of Negative Assurances Letter] (See attached) Ex 7(n)(ii)-1 Exhibit 7(n)(iii) [Form of Tax Opinion] (See Attached) Ex 7(n)(iii)-1 Exhibit 7(n)(iv) [Form of Maryland Counsel Opinion] (See Attached) Ex 7(n)(iv)-1
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FORM OF PLACEMENT NOTICE. Dear Lxxxx: This confirms our agreement to sell Placement Shares of Anworth Mortgage Asset Corporation, a Maryland corporation (the “Company”) of (check one): common stock, par value $0.01 per share (“Common Placement Shares”).
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FORM OF PLACEMENT NOTICE. From: Txxxxx Xxxxxxxx President and Chief Executive Officer GENELUX CORPORATION Cc: [ ] To: Guggenheim Securities, LLC Subject: Guggenheim Securities, LLC—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated February 2, 2024 (the “Agreement”), by and between Genelux Corporation, a Delaware corporation (the “Company”), and Guggenheim Securities, LLC (“Guggenheim”), I hereby request on behalf of the Company that Guggenheim sell up to [ ] shares of common stock, $0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share [; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. SCHEDULE 2 The Company Txxxxx Xxxxxxxx – txxxxx.xxxxxxxx@xxxxxxx.xxx Lxxxxx Xxx – lxxxxx.xxx@xxxxxxx.xxx Guggenheim Securities, LLC Sxxx Xxxxxx - Sxxx.Xxxxxx@xxxxxxxxxxxxxxxxxx.xxx Jxxxx Xxx - Xxxxx.Xxx@xxxxxxxxxxxxxxxxxx.xxx Mxxxxxx Xxxxx - Mxxxxxx.Xxxxx@xxxxxxxxxxxxxxxxxx.xxx SCHEDULE 3
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Related to FORM OF PLACEMENT NOTICE

  • Terms of Placement Warrants Each Placement Warrant shall have the terms set forth in the Warrant Agreement.

  • Authorization of Placement Shares The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of the Agent or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.

  • Form of Conversion Notice Each convertible Security shall have attached thereto, or set forth on the reverse of the Security, a notice of conversion in substantially the following form: Conversion Notice To: Xxxxxxxx Offshore Services, Inc. The undersigned owner of this Security hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof below designated, for shares of Common Stock of Xxxxxxxx Offshore Services, Inc. in accordance with the terms of the Indenture referred to in this Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: Signature: Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered holder. (Name) Social Security or other Taxpayer Identification Number (Please print name and address) Principal amount to be converted: (if less than all) $ . Signature Guarantee* * Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee).

  • Settlement of Placement Shares Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority in respect of such sales.

  • Form of Instruction Each Instruction shall be transmitted by such secured or authenticated electro-mechanical means as the Custodian shall make available to the Fund from time to time unless the Fund shall elect to transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this Section.

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • Required Filings Relating to Placement of Placement Shares The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through Xxxxx, the Net Proceeds to the Company and the compensation payable by the Company to Xxxxx with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.

  • Sale of Placement Shares by Agent Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which Common Stock is traded on the Exchange.

  • Form of Notice All notices, requests, claims, demands and other communications between the parties shall be in writing.

  • Form of Instructions Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

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