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Equity Distribution Agreement
"Need an Equity Distribution Agreement for our NYSE-listed technology company to establish an ATM offering program of up to $200 million through Morgan Stanley, with the program starting March 2025 and including international sales provisions."
1. Parties: Identification of the company and the distribution agent(s)
2. Background: Context of the agreement and program objectives
3. Definitions: Key terms used throughout the agreement
4. Appointment and Authority: Terms of distributor appointment and scope of authority
5. Issuance and Sale: Terms governing the issuance and sale of securities
6. Compensation: Fee structure and payment terms
7. Representations and Warranties: Standard assurances from both parties
8. Covenants: Ongoing obligations of the parties
9. Termination: Conditions and process for ending the agreement
1. Registration Statement Provisions: Required if securities will be registered with SEC - used for public offerings
2. International Sales Provisions: Regulations for non-US sales - used when distribution includes international markets
3. Lock-up Provisions: Restrictions on other securities sales - used when coordinating with other offerings
1. Fee Schedule: Detailed breakdown of compensation structure
2. Form of Placement Notice: Template for issuing sales instructions
3. Authorized Personnel: List of authorized representatives for both parties
4. Required Regulatory Notices: Standard regulatory disclaimers and notices
5. Permitted Jurisdictions: List of approved sales territories
6. Form of Officers' Certificate: Template for periodic compliance certification
Authors
ATM Program
Business Day
Commission
Common Stock
Company
Distribution Agent
DTC
Effective Date
Exchange Act
FINRA
Free Writing Prospectus
Issuer Free Writing Prospectus
Material Adverse Effect
Maximum Amount
NYSE
NASDAQ
Placement
Placement Notice
Placement Shares
Prospectus
Prospectus Supplement
Registration Statement
Rule 424
Rule 433
Sales Price
SEC
Securities Act
Settlement Date
Subsidiary
Time of Sale
Trading Day
Transaction Documents
Issuance and Sale
Placement Notices
Sale and Delivery
Fees and Commissions
Payment and Settlement
Representations and Warranties
Company Covenants
Distribution Agent Covenants
Conditions to Placement
Indemnification
Contribution
Termination
Notices
Compliance with Regulations
Registration and Qualification
Governing Law
Jurisdiction and Venue
Market Making Activities
Research Independence
No Fiduciary Relationship
Integration
Waiver of Jury Trial
Counterparts
Amendments
Entire Agreement
Severability
Survival
Force Majeure
Confidentiality
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