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| GOOD > SEC Filings for GOOD > Form 8-K on 4-Nov-2009 | All Recent SEC Filings |
4-Nov-2009
Entry into a Material Definitive Agreement, Financial Statements and Ex
On November 4, 2009, Gladstone Commercial Corporation (the "Company") and Gladstone Commercial Limited Partnership (the "Operating Partnership") entered into an Open Market Sale Agreement (the "Open Market Sale Agreement") with Jefferies & Company, Inc. ("Jefferies"), under which the Company may, from time to time, offer and sell shares of its common stock with an aggregate sales price of up to $25,000,000 through Jefferies, or to Jefferies for resale, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is the indirect general partner of the Operating Partnership, a Delaware limited partnership that serves as the Company's primary operating partnership subsidiary. Sales of its common stock through Jefferies, if any, will be executed by means of ordinary brokers' transactions on the NASDAQ Global Market or otherwise at market prices, in privately negotiated transactions, crosses or block transactions or such other transactions as may be agreed between the Company and Jefferies, including a combination of any of these transactions. The Company will pay Jefferies a commission, or allow a discount, as the case may be, in each case equal to 2.0% of the gross sales proceeds of any common stock sold through Jefferies as agent, or to Jefferies as principal, under the Open Market Sale Agreement.
The offering of shares of common stock pursuant to the Open Market Sale Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Open Market Sale Agreement, (ii) the termination of the Open Market Sale Agreement according to its terms by either Jefferies or the Company, or (iii) November 4, 2012.
The foregoing description of terms of the Open Market Sale Agreement is qualified in its entirety by reference to the Open Market Sale Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibit 1.1 - Open Market Sale Agreement by and among Gladstone Commercial Corporation, Gladstone Commercial Limited Partnership and Jefferies & Company, Inc.
Exhibit 5.1 - Opinion of Cooley Godward Kronish LLP
Exhibit 23.1 - Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1)
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