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Title: |
Sales Agreement |
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Entities: |
Mid-America Apartment Communities Inc.; Mid-America Apartments, LP; Gray Cary Ware & Freidenrich; Piper Rudnick |
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Date: |
2006 |
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Size: |
Preview shows 6KB of 113KB total |
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Price: |
$40 |
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ID: |
#2591477 |
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MID-AMERICA APARTMENT COMMUNITIES, INC.
2,000,000 SHARES
CONTROLLED EQUITY OFFERINGSM
SALES AGREEMENT
November 3, 2006
CANTOR FITZGERALD & CO.
110 East 59th Street
New York, NY 10022
Ladies and Gentlemen:
MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the Company), and MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership, the sole general partner of which is the Company (the Operating Partnership), confirm their agreement (this Agreement) with Cantor Fitzgerald & Co. (CF&Co), as follows:
1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CF&Co, acting as agent and/or principal, up to 2,000,000 shares (the Shares) of the Companys common stock, par value $0.01 per share (the Common Stock). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number and aggregate market value of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Shares through CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Shares.
The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the Securities Act), with the Commission a registration statement on Form S-3 (File No. 333-133834), including a base prospectus, relating to certain securities, including the Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange Act). The Company has prepared a prospectus supplement specifically relating to the Shares (the Prospectus Supplement) to the base prospectus included as part of such registration statement. The Company will furnish to CF&Co, for use by CF&Co, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended
when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the Registration Statement. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the Prospectus. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (EDGAR).
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