Item 1.01 Entry into a Material Definitive Agreement.
On
Any Common Stock offered and sold in the Offering will be issued pursuant to the
Company's shelf registration statement on Form S-3 (Registration No. 333-256149)
filed with the
The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. Under the terms of the Agreement, the Company will pay the Agent a commission equal to 3% of the gross sales price of the Common Stock sold.
The Company plans to use the net proceeds from the Offering, after deducting the Agent's commissions and the Company's offering expenses, for general corporate purposes, which may include, among other things, paying or refinancing all or a portion of the Company's then-outstanding indebtedness, and funding acquisitions, capital expenditures and working capital.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. A legal opinion relating to the Common Stock is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, datedJune 14, 2021 , by and between the Company andPiper Sandler & Co. 5.1 Opinion ofVinson & Elkins L.L.P. 23.1 Consent ofVinson & Elkins L.L.P. (included in its opinion filed as Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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