TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc., dated February 9, 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS unless JPMS accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post Properties, Inc. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement (the “Agreement”) dated February 9, 2010 by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities Inc. The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration No. 333-163895) (the “Registration Statement”) and the prospectus dated December 21, 2009 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated February 9, 2010 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The unders...
TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to the Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of the Sales Agent or the Forward Seller, which may be withheld in the Sales Agent’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, the Sales Agent nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Addressee Manager] under, and pursuant to, that certain Equity Distribution Agreement among the Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Xxxxx Fargo Securities, LLC, dated August 3, 2017 (the “Agreement”). Please indicate your acceptance of the proposed terms below by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Units may be Sold: [ ], 20[ ], [ ], 20[ ] [ ], 20[ ] Maximum Amount to be Sold in the Aggregate: [ ], Maximum Number of Units to be Sold on each Trading Day: To be determined daily Floor Price: To be determined daily Compensation to [Addressee Manager]: [ ]% of the gross offering proceeds EXHIBIT B ENLINK MIDSTREAM PARTNERS, LP Common Unit TERMS AGREEMENT [ ], 20[ ] [Manager] [Address] [City, State Zip] Ladies and Gentlemen: EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated August 3, 2017 (the “Equity Distribution Agreement”), among the Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Xxxxx Fargo Securities, LLC to issue and sell to [Addressee Manager] [ ] common units representing limited partner interests in the Partnership (the “Purchased Common Units”)[, and, solely for the purpose of covering over-allotments, to grant to [Addressee Manager] the option to purchase an additional [ ] common units representing limited partner interests in the Partnership (the “Additional Common Units”)]. Capi...
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent and the U.S. Agent, dated [_______], 20[__] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum [Number]/[Value] of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[__.__] Very truly yours, METALLA ROYALTY & STREAMING LTD. By:______________________________ Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•] under, and pursuant to, that certain Equity Distribution Agreement between the American Finance Trust, Inc., a Maryland corporation (the “Company”), and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), dated May [ ], 2019 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, AMERICAN FINANCE TRUST, INC. By: Name: Title: AMERICAN FINANCE OPERATING PARTNERSHIP, L.P. By: Name: Title: Accepted and agreed as of the date first above written: [•] By:______________________________ Name: Title: EXHIBIT B [NAME OF COMPANY] 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock TERMS AGREEMENT [_______], 20[__] [•] Ladies and Gentlemen: American Finance Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated May [ ], 2019 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•...
TRANSACTION NOTICE. Seller shall have delivered to Buyer (a) a Transaction Notice and (b) an Asset Schedule;
TRANSACTION NOTICE. The execution of orders is recorded in a transaction notice which the Bank will send to the Client by post as soon as possible and in any case within 24 business hours of the time when the Bank was informed of the order execution conditions, except in the event of a technical incident or a case of force majeure. The transaction notice will notably contain the following information: - Bank’s identification; - corporate name of the Client or any other designation concerning the Client (e.g. account number); - trading day ; - trading time; - ty pe of order; - identif ication of the place of execution; - identif ication of the financial instrument; - buy /sell indicator; - nature of the order if it is neither a buy order nor a sell order; - v olume; - unit price. if the order is executed in xxx xxx, the Bank may inform the Client of the price of each lev el or the average price. If the Bank informs the Client of the average price, the price by lev el may be communicated to him/her upon request; - total price; - currency ; - exchange rate obtained when the transaction involves a currency conversion; - total amount of commissions and fees billed, and if so requested, the Bank may provide the Client with a breakdown by entry; - the indication, as applicable, that the client’s counterparty was the investment serv ices provider itself, or any member whatsoever of the same group, or another client of the inv estment services provider, unless the order was executed through a trading system facilitating anonymous trading. Allowing f or the transit times of the transaction notice into account, if this was sent by post, in theory this should reach the Client within two business days in France after the time when the Bank is informed of the conditions for execution of the order. The Client is therefore requested to contact the Bank if no transaction notice is received within three consecutive business days. The Bank will then send another transaction notice to the Client.
TRANSACTION NOTICE. On or prior to 5:00 p.m. (New York Time) three (3) Business Days prior to the related Purchase Date, each Seller shall have delivered to Buyer a Transaction Notice, which shall include the related Confirmation(s) and the related Asset Schedule(s);;
TRANSACTION NOTICE. The execution of orders shall be the subject of a contract note that the Bank will, except in the event of technical incident or force majeure, send to the Client by letter as soon as possible and in any event within 24 working hours of the time when the Bank was informed of the conditions for execution of the order. The transaction notice will notably contain the following information: - identification of the Bank; - corporate name of the Client or any other designation concerning it (e.g. account number); - day of trading; - time of trading, - type of instruction; - identification of the place of execution; - identification of the financial instrument; - buy / sell indicator - type of order if it is not a buy or sell order; - volume; - unit price. If the order is executed in stages, the Bank may inform the Client of the price of each stage or the average price. If the Bank informs the Client of the average price, the price per stage may be communicated to it, at its request. - the total price; - the exchange rate obtained when the transaction involves a currency conversion; - total amount of commissions and fees billed, and if the Client so requests, the Bank may provide it with a breakdown by entry; - the indication, as applicable, that the Client's counterparty was the investment services provider itself, or any member whatsoever of the same group, or another Client of the investment services provider, unless the order was executed through the intermediary of a trading system facilitating anonymous trading. Allowing for the transit times of the transaction notice into account, if this was sent by post, in theory this should reach the Client within two business days in France after the time when the Bank is informed of the conditions for execution of the order. The Client is therefore invited to contact the Bank if no transaction notice is received within a period of three consecutive working days. The Bank will then send another transaction notice to the Client.
TRANSACTION NOTICE. With respect to each proposed Purchased Asset which is not a Wet-Ink Mortgage Loan, on or prior to [***] (New York Time) [***] prior to the related Purchase Date, the Seller shall have delivered to Buyer (a) a Transaction Notice, (b) an Asset Schedule and (c) an initial Confirmation. Seller shall have delivered to Buyer on or prior to (A) [***] (New York City time) on the Business Day prior to the proposed Purchase Date for Wet-Ink Mortgage Loans, a preliminary Asset Schedule (the “Preliminary Asset Schedule”) and (B) [***] (New York City time) on the proposed Purchase Date for Wet-Ink Mortgage Loans, (1) a Transaction Notice, (2) a final Asset Schedule and (3) an initial related Confirmation; provided that with respect to each Wet-Ink Mortgage Loan, by no later than the Wet-Ink Delivery Date, Seller shall cause the related Settlement Agent to deliver to the Custodian all documents in the Asset File, as more particularly set forth in the Custodial Agreement. Any Wet-Ink Mortgage Loans that are not listed on the Preliminary Asset Schedule may be purchased by Buyer in its sole discretion;
