The agents will provide written confirmation to us following the close of trading on the NYSE each day on
which shares of our common stock are sold under the distribution agreement. Each confirmation will include the number of shares of common stock sold on that day, the gross sales price per share and the compensation payable by us to the agent in
connection with the sales. We will report at least quarterly the number of shares of common stock sold through the agents under the distribution agreement, the proceeds to us (before expenses) and the compensation paid by us to the agents in
connection with the sales of the common stock. We will pay each agent a commission that will not exceed, but may be lower than, 2% of the gross offering proceeds from shares sold through it as an agent under the distribution agreement. Our net
proceeds from the offering of shares hereunder will equal the gross proceeds, less the agents commissions less any expenses payable by us and any transaction fees imposed by any governmental or self-regulatory organization in connection with
the sales.
Settlement for sales of common stock will occur on the second business day following the date on which any sales were made in return for
payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
Under the terms of the
distribution agreement, we also may sell shares to an agent as principal for its own account at a price agreed upon at the time of sale. If we sell shares to an agent as principal, we will enter into a separate agreement setting forth the terms of
such transaction, and we will describe this agreement in a separate prospectus supplement or pricing supplement.
In connection with the sale of the
common stock on our behalf, the agents may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the Securities Act), and the compensation paid to it may be deemed to be underwriting
commissions or discounts. We have agreed to provide indemnification and contribution to the agents against certain civil liabilities, including liabilities under the Securities Act.
The offering of common stock pursuant to the distribution agreement will terminate upon the earlier of (1) the sale of all shares of common stock subject
to the distribution agreement and (2) the termination of the distribution agreement by us or by the agents.
The agents have from time to time
provided, and in the future may provide, certain commercial banking, investment banking and financial advisory services to us and our affiliates, for which it has received, and in the future will receive, customary fees.
If the agents or we have reason to believe that shares of our common stock do not satisfy the exemptive provisions set forth in Rule 101(c)(1) of Regulation M
under the Exchange Act for an actively-traded security, that party will promptly notify the other and sales of common stock under the distribution agreement will be suspended until that or other exemptive provisions have been satisfied
in the judgment of the agents and us.
Legal Matters
The validity of the securities offered pursuant to this Supplement will be passed upon for us by Troutman Pepper Hamilton Sanders LLP. Certain legal matters
will be passed upon for the Sales Agents by Squire Patton Boggs (US) LLP.