Item 1.01 Entry into a Material Definitive Agreement
On
Sales of the Shares, if any, may be made in negotiated transactions, which may
include block trades, or transactions that are deemed to be "at-the-market"
offerings as defined in Rule 415 under the Securities Act of 1933, as amended
(the "Securities Act"), including sales made directly on the
The Sales Agent will receive from the Company a commission of approximately 1.0% of the gross sales price of all Shares sold through it as Sales Agent under the Equity Distribution Agreement. The Company may also sell some or all of the Shares to the Sales Agent as principal for its own account at a price agreed upon at the time of sale.
The Shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (Registration No. 333-263150), declared effective by the
The description of the Equity Distribution Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Equity Distribution Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On
Certain statements and assumptions in this Item 7.01 contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Item 7.01 include, among others, statements about the Company's intentions regarding the Repurchase Program and the At-The-Market Program. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company's control. The forward-looking statements included in this Item 7.01 are only made as of the date of this Current Report on Form 8-K. Readers should not place undue reliance on these forward-looking statements. The Company is not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 5.1 Opinion ofHogan Lovells US LLP regarding legality of the Common Stock 10.1 Form of Equity Distribution Agreement 23.1 Consent ofHogan Lovells US LLP (included in its opinion filed as Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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