youPLAN OF DISTRIBUTION
We may not sell shares of our stock, whether received upon exercise of an option, settlement of a restricted stock unit award or otherwise, before such information is disclosedthe securities from time to the public.
Generally, “inside information” is information that is both material (very important) and non-public (not disclosed through press releases, newspaper articles, or otherwisetime pursuant to underwritten public offerings, direct sales to the public, that buys and sells securities). Material informationnegotiated transactions, block trades or a combination of these methods. We may include projections, estimates, and proposals. Whether information is material will dependsell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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at negotiated prices.
We may also sell equity securities covered by this registration statement in an “at the market offering” as defined in Rule 415 under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price, either:
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on or through the facilities of the NYSE American or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or
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to or through a market maker otherwise than on the specific circumstances. A general test is whether disseminationNYSE American or such other securities exchanges or quotation or trading services.
To the extent that we make sales through one or more underwriters or agents in at the market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at the market offering arrangement between us, on one hand, and the underwriters or agents, on the other. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell our securities through one or more underwriters or agents, which may act on an agency basis or a principal basis. During the term of any such agreement, we may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. Any such agreement will provide that any securities sold will be sold at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the information to the public would likely affect the market price of our stock or would likely be considered important by people who are considering whether to buy or sell our stock. Certainly, if the information makes you want to buy or sell, it would probably have the same effect on others.
If you are contemplating selling your shares and you think you might have inside information, you should discuss the matter with your supervisor or your employer’s in house legal counsel. If, after this discussion, it is determined that such information is inside information, you must waitagreement, we may agree to sell, your shares until afterand the information has been made publicrelevant underwriters or the information is no longer inside information, or longer if otherwise required under applicable law.
25.
Do I haveagents may agree to pay a commission when I exercise my option or when I later sell my stock?
You generally pay no commission when you exercise your option unless you engage in a same day sale. When you sell your shares, generally you must use a broker, and you can expectsolicit offers to be charged a commission. We will not buy from you, sell on your behalf (other than in certain circumstances to cover applicable exercise price or tax withholding obligations), or assist you in selling stock that you have received under the Plan.
Corporate Transactions
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What happens to my award if there is a change in the Company’s capital structure?
If certain changes occur to the Company’s capitalization (e.g., a stock split, or a reverse stock splitpurchase blocks of our common stock),stock or other securities. The terms of any such agreement will be set forth in more detail in the Boardapplicable prospectus supplement.
A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will proportionately adjustdescribe the exerciseterms of the offering of the securities, including, to the extent applicable:
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the name or names of the underwriters, if any;
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the purchase price of the securities and the proceeds, if any, we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed.
Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase price (if applicable) and number and class of sharesthe securities will be subject to your stock award.
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What happens to my awardthe conditions set forth in the event of a corporate transaction?
Unless otherwise provided in your stock award agreement, your stock award will receiveapplicable underwriting agreement. We may offer the following treatment, as applicable, assecurities to all or any portion of your stock award in the event of a corporate transaction (as described below), contingent upon the closing or completion of the corporate transaction:
Stock Awards May be Assumed. Subject to applicable law, in the event of a corporate transaction, any surviving or acquiring corporation may assume or continue your stock award or substitute a similar award for your stock award.
Treatment. In the event of a corporate transaction, your vested stock award will terminate if not exercised prior to the occurrence of the corporate transaction. Any portion of your stock award that is unvested will be automatically forfeited without consideration.
Payment for Stock Awards Instead of Exercise. Notwithstanding the above treatment of your stock award in connection with a corporate transaction, in the event your stock award will terminate if not exercised prior to the occurrence of a corporate transaction, the Board may provide, in its sole discretion, that you may not exercise your stock award but will receive a payment, in such form the Board determines, equal in value, at the occurrence of the corporate transaction, to the excess, if any, of (A) the value of the property you would have received upon the exercise of your stock award (including, at the Board’s discretion, any unvested portion of your stock award), over (B) the exercise price payable by you in connection with such exercise.
A “corporate transaction” occurs in the event of the consummation of (a) a sale or other disposition of all or substantially all of the consolidated assets of the Company and our subsidiaries; (b) a sale or other disposition of at least 50% of the Company’s outstanding securities; (c) a merger, consolidation, or similar