distribution agreement. Settlement of any sales of Offered Shares will occur on the first trading day following the date on which the sale was made. There is no arrangement for funds to be received in an escrow, trust, or similar arrangement. Sales of Offered Shares in the United States will be settled through the facilities of The Depository Trust Company or by such other means as the Company and the sales agent may agree.
If we have or the sales agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(l) of Regulation M under the Exchange Act, are not satisfied with respect to us or our shares of Common Stock, we are or the sales agent is, as applicable, required by the equity distribution agreement to notify the other parties, and sales of Offered Shares under the equity distribution agreement must be suspended until that or other exemptive provisions have been satisfied in the judgment of each party.
The offering of the Offered Shares pursuant to the equity distribution agreement will terminate upon the earlier of (i) the sale of all of the Offered Shares subject to the equity distribution agreement, (ii) termination of the equity distribution agreement by the Company or by the sales agent as provided therein, or (iii) on the third anniversary of the date of the equity distribution agreement.
In connection with the sales of the Offered Shares on the Company’s behalf, the sales agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agent may be deemed to be underwriting commissions or discounts.
The Company has agreed to provide indemnification and contribution to the sales agent against certain liabilities, including liabilities under the Securities Act and the Exchange Act. In addition, the Company has agreed to pay the reasonable expenses of the sales agent in connection with this offering.
Neither the sales agent, nor any affiliate of the sales agent nor any person or company acting jointly or in concert with the sales agent may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under the prospectus or this prospectus supplement, including selling an aggregate number or principal amount of securities that would result in the sales agent creating an over-allocation position in the securities.
The total expenses that the Company incurred related to the commencement of the offering, excluding the commission payable to the sales agent under the terms of the equity distribution agreement, were approximately $0.5 million.
The issued and outstanding shares of Common Stock are listed and traded on the Nasdaq. The Nasdaq has authorized the listing of the Offered Shares that may be distributed under the offering.
Other Relationships
The sales agent and its respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The sales agent and some of its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The sales agent has received, or may in the future receive, customary fees and commissions for these transactions. The sales agent or its affiliates are agents and/or lenders under our revolving credit facility. We have also entered into, in the ordinary course of business, various derivative financial instrument transactions related to our crude oil and natural gas purchases and sales of finished fuel products, including diesel and gasoline crack spread hedges, with certain affiliates of the sales agent. We may enter into similar arrangements with these entities or their affiliates in the future.
The sales agent or certain of its affiliates that have a lending relationship with us routinely hedge or are likely to hedge their credit exposure to us consistent with their customary risk management policies. Typically,
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