Item 1.01. Entry into a Material Definitive Agreement
On
The Agreement includes customary representations, warranties and covenants by the Company and customary obligations of the parties and termination provisions. The Company has agreed to indemnify the Distribution Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Distribution Agent may be required to make with respect to any of those liabilities. The Company will pay the Distribution Agent for sales of our common stock a commission of up to 3.0% of the gross sales price per Share sold through the Distribution Agent.
The Shares to be sold under the Agreement, if any, will be issued and sold
pursuant to the prospectus forming a part of the Company's shelf registration
statement on Form S-3 (File No. 333-223127), which became effective upon filing
by the Company with the
The offering of common stock pursuant to the Agreement will terminate upon the
earliest of (i) the issuance and sale of all common stock subject to the
Agreement, (ii)
The foregoing description of the Agreement is not complete and is qualified in
its entirety by reference to the full text of the Agreement, a copy of which is
filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in
this Item 1.01 by reference. In connection with the
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description 1.1 Equity Distribution Agreement, dated as ofJuly 22, 2020 , between the Company andMorgan Stanley & Co. LLC . 5.1 Opinion ofDebevoise & Plimpton LLP . 23.1 Consent ofDebevoise & Plimpton LLP (contained in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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