FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / board-resolutions-fairwater-shelf-atm.docx
board-resolutions-fairwater-shelf-atm.docx · 1036-00002

Parties

Harkness LLP
Clarendon Securities LLC
Veltrano Capital Partners LLC
Dunmore Caldwell LLP
Tillman LLP
M. Okafor

Dates

June 12, 2003
August 1, 2022
August 1, 2025
March 31, 2025
June 13, 2025
November 15, 2019
August 5, 2022
March 12, 2023
July 18, 2025
December 31, 2003

Amounts

$475,000,000
$200,000,000
$175,000,000
$100,000,000
$2,000,000,000
$0.01
$700,000,000
$3,819,981,500
$28.45
$400,000,000

Obligations

01 per share, in one or more series, with such designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as may be fixed and determined by the Board or any Authorized Officer (as defined below) in supplemental articles supplementary to the Declaration of Trust at the time of issuance; (iii) Senior debt securities of the Operating Partnership, which may be guaranteed by the Company pursuant to one or more guarantees, to be issued under one or more senior indentures; (iv) Subordinated debt securities of the Operating Partnership, which may be guaranteed by the Company pursuant to one or more guarantees, to be issued under one or more subordinated indentures; (v) Depositary shares, each representing a fractional interest in a Preferred Share deposited with a depositary, to be evidenced by depositary receipts; (vi) Warrants to purchase Common Shares, Preferred Shares, debt securities, depositary shares, or units, to be issued under one or more warrant agreements; and (vii) Units consisting of any combination of two or more of the foregoing Securities, in such amounts and combinations as may be determined by the Authorized Officers at the time of issuance; and that the Registration Statement, together with such exhibits, schedules, prospectus supplements, and other documents as may be required or advisable, shall be in such form and contain such information as the officers executing and filing the same shall approve, the execution thereof to be conclusive evidence of such approval
RESOLVED FURTHER, that the Registration Statement shall be prepared and filed as an automatic shelf registration statement in reliance upon the Company's status as a WKSI under Rule 405 of the Securities Act, and that the Registration Statement shall become effective automatically upon filing with the SEC pursuant to Rule 462(e) under the Securities Act without further action by the Board
The officers of the Company are further authorized and directed to pay all applicable SEC filing fees on a pay-as-you-go basis at the time of each takedown offering pursuant to Rule 456(b) and Rule 457(r) under the Securities Act, such that no filing fee shall be required to be paid at the time of the initial filing of the Registration Statement, and that each filing fee payment shall be made in the amount and at the time required by the applicable rules and regulations of the SEC
333-265410) on August 1, 2025, so as to ensure continuous access by the Company to the public capital markets; provided, that the officers of the Company, in consultation with C&H, shall have the authority and discretion to adjust the filing date as circumstances may require without further Board approval
RESOLVED FURTHER, that the New ATM Program shall supersede in its entirety the existing ATM Program authorized under the Existing Equity Distribution Agreement, and that the Existing Equity Distribution Agreement (dated as of November 15, 2019, as amended by the First Amendment dated August 5, 2022 and the Second Amendment dated March 12, 2023) shall be superseded in its entirety upon the effectiveness of the Amended and Restated Equity Distribution Agreement
RESOLVED FURTHER, that the Amended and Restated Equity Distribution Agreement shall contain terms and conditions substantially as follows: (i) Maximum Program Size