This equity distribution agreement template has 15 pages and is a MS Word file type listed under our human resources documents.
Sample of our equity distribution agreement template:
EQUITY DISTRIBUTION AGREEMENT This Equity Distribution Agreement (the "Agreement") is effective [DATE], BETWEEN: [COMPANY NAME], (the "Company"), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [MANAGER'S NAME], (the "Manager"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Company and the Manager shall be referred to as the "Parties." NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DISTRIBUTION OF SECURITIES The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to [SPECIFY NUMBER] shares (the "Shares") of the Company's common stock, par value [SPECIFY VALUE] per Share (the "Common Stock"), from time to time during the term of this Agreement and on the terms set forth in this Agreement. For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement, and the Manager agrees to use its reasonable best efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company hereby reserves the right to issue and sell Shares of Common Stock other than through or to the Manager during the term of this Agreement on terms that it deems appropriate. REPRESENTATION AND WARRANTIES BY THE COMPANY The Company represents and warrants to and agrees with the Manager that: An automatic registration statement (the "Registration Statement") has become, and is, effective under the Securities Act of [STATE/PROVINCE], as amended, and the rules and regulations there under (the "Act"); the Registration Statement and the Prospectus Supplement set forth the terms of an offering, sale and plan of distribution of Shares of the Common Stock and/or other Securities of the Company and contains or incorporates therein by reference additional information concerning the Company and its business; no stop order of the Securities and Exchange Commission (the "Commission") preventing or suspending the use of any Basic Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, or the effectiveness of the Registration Statement, has been issued, and no proceeding for that purpose has been initiated or threatened by the Commission. (i) At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Manager, as of the time of each sale of Shares pursuant to this Agreement (each, a "Time of Sale") and Settlement Date, if any, and at all times during which a prospectus is to be delivered in connection with any sale of Shares, the Registration Statement complied and will comply in all material respects with the requirements of the Act and the rules and regulations under the Act; (ii) the Basic Prospectus, complies or will comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof), and, as of each Time of Sale, if any, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Shares, in all material respects with the rules and regulations under the Act; (iii) each of the Prospectus Supplement and the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, as of each Time of Sale and Settlement Date, if any, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Shares, in all material respects with the rules and regulations under the Act; (iv) the Incorporated Documents, when they were filed with the Commission, conformed in all material respects with the requirements of the Exchange Act of [STATE/PROVINCE] and the rules and regulations of the Commission there under, and any further Incorporated Documents so filed and incorporated by reference, when they are filed with the Commission, will conform in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission there under; and (iv) each Permitted Free Writing Prospectus complied in all material respects with the Act and has been filed or will be filed in accordance with the Act (to the extent required thereby). (i) At the Effective Time with respect to the Registration Statement and each amendment thereto, the Registration Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as of each Time of Sale, the Prospectus (as amended and supplemented at such Time of Sale) and any Permitted Free Writing Prospectus, considered together (collectively, the "General Disclosure Package"), did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of its date and at any Settlement Date, the Prospectus did not and will not contain 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; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to the Company by the Manager expressly for use in the Prospectus or in the General Disclosure Package. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Manager, did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus; any electronic road show relating to the offering of the Shares, when considered together with the General Disclosure Package, as of the Time of Sale, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than the Basic Prospectus, the Prospectus and any document not constituting a prospectus, the Company (including its agents and representatives, other than the Manager) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any "written communication" that constitutes an offer to sell or solicitation of an offer to buy any Shares required to be filed with the Commission without the Manager's consent (each such communication by the Company or its agents and representatives being referred to herein as an "Issuer Free Writing Prospectus"), other than any Permitted Free Writing Prospectus.
