such relationship. We may designate agents who agree to use their reasonable efforts to solicit purchasers for the period of their appointment or to sell securities on a continuing basis. We may
also sell securities directly to one or more purchasers without using underwriters or agents.
Underwriters, dealers, or agents may
receive compensation in the form of discounts, concessions, or commissions from us or from purchasers of the securities as their agents in connection with the sale of the securities. These underwriters, dealers, or agents may be considered to be
underwriters under the Securities Act. As a result, discounts, commissions, or profits on resale received by underwriters, dealers, or agents may be treated as underwriting discounts and commissions. Each prospectus supplement will identify any
underwriter, dealer, or agent and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
In connection with underwritten offerings of the offered securities and in accordance with applicable law and industry practice, underwriters
may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the offered securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing bids, effecting
syndicate covering transactions or imposing penalty bids, each of which is described below:
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A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging,
fixing or maintaining the price of a security. |
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A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the
effecting of any purchase to reduce a short position created in connection with the offering. |
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A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a
syndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions. |
These stabilizing transactions, over-allotments, syndicate covering transactions, and penalty bids may have the effect of raising or
maintaining the market price of our common stock or preventing or slowing a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These
transactions may be effected on the New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time.
Underwriters, dealers, and agents may be entitled under agreements entered into with us to indemnification against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect to payments they may be required to make in respect of these liabilities thereof. Underwriters, dealers, and agents and their affiliates may be customers of, may engage
in transactions with, or perform services for us in the ordinary course of business for which they receive compensation.
Unless otherwise
specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which is listed on the New York Stock Exchange. We may elect to list any other
class or series of securities on any exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.
Under the securities laws of some states, the securities offered by this prospectus may be sold in those states only through registered or
licensed brokers or dealers.
Any person participating in the distribution of common stock registered under the registration statement
that includes this prospectus will be subject to applicable provisions of the Exchange Act, and applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of
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