Common use of Company Top-Up Shares Clause in Contracts

Company Top-Up Shares. (a) If in respect of the Forward Sale Agreement and/or any Additional Forward Sale Agreement, as applicable (i) all the Conditions are not satisfied on or prior to the Initial Closing Date or, in respect of any Additional Forward Sale Agreement entered into pursuant to Section 2(b)(iii) hereof, all the Additional Conditions are not satisfied on or prior to the related Option Closing Date, if any, as the case may be, and the Forward Seller elects, pursuant to Section 2(c) or 2(d) hereof, as the case may be, not to deliver the Forward Underwritten Shares or the Forward Option Shares, as applicable, otherwise deliverable by such Forward Seller, (ii) in the Forward Purchaser’s good faith and commercially reasonable judgment, the Forward Seller is unable to borrow and deliver for sale under this Agreement the full number of shares of Common Stock equal to the number of the Forward Underwritten Shares or the Forward Option Shares, as applicable, to be otherwise borrowed and delivered for sale by the Forward Seller hereunder or (iii) in the Forward Purchaser’s good faith and commercially reasonable judgment, either it is impracticable to do so or the Forward Seller would incur a Stock Loan Fee (as defined under the Forward Sale Agreement or Additional Forward Sale Agreement, as applicable) of more than a rate equal to 25 basis points per annum to do so, then, in each case, the Company shall issue and sell to the Underwriter, pursuant to Section 2(b)(ii) or 2(b)(iv) hereof, as the case may be, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Forward Underwritten Shares or Forward Option Shares, as the case may be, that the Forward Seller does not so deliver and sell to the Underwriter. In connection with any such issuance and sale by the Company, the Company or the Underwriter shall have the right to postpone the Initial Closing Date or the related Option Closing Date, as the case may be, for a period not exceeding two business days in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriter pursuant to this Section 12 in lieu of Forward Underwritten Shares are referred to herein as the “Company Top-Up Underwritten Shares,” and the shares of Common Stock sold by the Company to the Underwriter pursuant to this Section 12(a) in lieu of Forward Option Shares are referred to herein as the “Company Top-Up Option Shares.”

Company Top-Up Shares. (a) If in respect of In the Forward Sale Agreement and/or any Additional Forward Sale Agreement, as applicable event that (i) all the Conditions are not satisfied on or prior to the Initial First Closing Date or, in respect of any Additional Forward Sale Agreement entered into pursuant to Section 2(b)(iii) hereof4(b)(i)(A), all the Additional Conditions are not satisfied on or prior to the related Option relevant Optional Closing Date, if any, as the case may be, and the a Forward Seller elects, pursuant to Section 2(c4(a)(ii) or 2(d) hereofSection 4(b)(ii), as the case may be, not to deliver the Forward Underwritten Borrowed Firm Shares or the Forward Option Shares, as applicable, otherwise Borrowed Optional Shares deliverable by such Forward Seller, as applicable, (ii) in the Forward Purchaser’s good faith and commercially reasonable judgmentPurchaser (or its affiliated Forward Seller, the Forward Seller as applicable) is unable to borrow and deliver for sale under this Agreement the full a number of shares of Common Stock equal to the number of the Forward Underwritten Borrowed Firm Shares or the Forward Option Borrowed Optional Shares, as applicable, to be otherwise borrowed and delivered for sale sold by the Forward Seller it hereunder or (iii) in the a Forward Purchaser’s good faith and faith, commercially reasonable judgment, either it is impracticable to do so or the such Forward Seller Purchaser (or, if applicable, its affiliated Forward Seller) would incur a Stock Loan Fee (as defined under in the Forward Sale Agreement or Additional applicable Forward Sale Agreement, as applicable) of more than a rate equal to 25 basis points per annum to do soborrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of the Borrowed Firm Shares or the Borrowed Optional Shares, as applicable, to be sold by it hereunder, then, in each case, the Company shall issue and sell to the UnderwriterUnderwriters, pursuant to Section 2(b)(ii) or 2(b)(iv) hereof, as the case may be4, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Forward Underwritten Borrowed Firm Shares or Forward Option Borrowed Optional Shares, as the case may be, that the such Forward Seller does not so deliver and sell to the UnderwriterUnderwriters. In connection with any such issuance and sale by the Company, the Company or Representatives, the Underwriter Forward Sellers and the Forward Purchasers shall have the right to postpone the Initial First Closing Date or the related Option relevant Optional Closing Date, as the case may be, for a period not exceeding two one business days day in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriter Underwriters pursuant to this Section 12 11(a) in lieu of Forward Underwritten Borrowed Firm Shares are referred to herein as the “Company Top-Up Underwritten Firm Shares,” and the shares of Common Stock sold by the Company to the Underwriter Underwriters pursuant to this Section 12(a11(a) in lieu of Forward Option Borrowed Optional Shares are referred to herein as the “Company Top-Up Option Optional Shares,” and the Company Top-Up Firm Shares and the Company Top-Up Optional Shares are referred to herein collectively as the “Company Top-Up Shares.”

Company Top-Up Shares. In the event that (ai) If all of the conditions to effectiveness set forth in respect Section 3 of the Forward Sale Agreement and/or any Additional Forward Sale Agreement, as applicable (i) all the Conditions are not satisfied on or prior to the Initial Closing Date or, in respect of any Additional Forward Sale Agreement to be entered into pursuant to Section 2(b)(iii3(b)(i) hereof, all the Additional Option Conditions are not satisfied on or prior to the related Option relevant Additional Closing Date, if any, as the case may be, and the Forward Seller elects, pursuant to Section 2(c3(c) or 2(dSection 3(d) hereof, as the case may be, not to deliver and sell to the Forward Underwriters the Borrowed Underwritten Shares or the Forward Borrowed Option Shares, as applicable, otherwise deliverable by such Forward Seller, (ii) in the Forward Purchaser’s good faith and commercially reasonable judgment, the Forward Seller is unable to borrow and deliver for sale under this Agreement the full number of shares of Common Stock equal to the number all of the Forward Borrowed Underwritten Shares or the Forward Borrowed Option Shares, as applicable, to be otherwise borrowed and delivered for sale by the Forward Seller hereunder or (iii) in the Forward PurchaserSeller’s good faith and commercially reasonable judgment, either it is impracticable to do so borrow and deliver for sale under this Agreement all of the Borrowed Underwritten Shares or Borrowed Option Shares, as applicable, or (iv) in the Forward Seller Seller’s commercially reasonable judgment, it would incur a Stock Loan Fee (as defined under the Forward Sale Agreement or Additional Forward Sale Agreement, as applicable) stock loan cost in excess of more than a rate equal to 25 70 basis points per annum to do soborrow and deliver for sale under this Agreement all of the Borrowed Underwritten Shares or Borrowed Option Shares, as applicable, then, in each case, the Company shall issue and sell to the UnderwriterUnderwriters, pursuant to Section 2(b)(ii) or 2(b)(iv) 3 hereof, as the case may be, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Forward Borrower Underwritten Shares or Forward Borrowed Option Shares, as the case may be, that the Forward Seller does not so deliver and sell to the UnderwriterUnderwriters. In connection with any such issuance and sale by the Company, the Company or the Underwriter Representatives shall have the right to postpone the Initial Closing Date or the related Option relevant Additional Closing Date, as the case may be, for a period not exceeding two one business days day in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriter Underwriters pursuant to this Section 12 10(a) in lieu of Forward Borrowed Underwritten Shares are referred to herein as the “Company Top-Up Underwritten Shares,” and the shares of Common Stock sold by the Company to the Underwriter Underwriters pursuant to this Section 12(a10(a) in lieu of Forward Borrowed Option Shares are referred to herein as the “Company Top-Up Option Shares.”

Company Top-Up Shares. (a) If in respect of In the Forward Sale Agreement and/or any Additional Forward Sale Agreement, as applicable event that (i) all the Conditions are not satisfied on or prior to the Initial Closing Date or, in respect of any Additional Forward Sale Agreement entered into pursuant to Section 2(b)(iii) hereof2(b)(i), all the Additional Conditions are not satisfied on or prior to the related Option any Additional Closing Date, if any, as the case may be, and the Forward Seller elects, pursuant to Section 2(c) or Section 2(d) hereof, as the case may be, not to deliver the Forward total number of Borrowed Underwritten Shares or the Forward Borrowed Option Shares, as applicable, otherwise deliverable by such the Forward Seller, (ii) in the Forward Purchaser’s good faith and commercially reasonable judgment, the Forward Seller or an affiliate thereof is unable to borrow and deliver for sale under this Agreement the full a number of shares of Common Stock equal to the total number of the Forward Borrowed Underwritten Shares or the Forward Borrowed Option Shares, as applicable, to be otherwise borrowed and delivered for sale by the Forward Seller hereunder or (iii) in the Forward Purchaser’s good faith and commercially reasonable judgment, either it is either impracticable to do so borrow and deliver for sale under this Agreement the total number of Borrowed Underwritten Shares or Borrowed Option Shares, as applicable, or the Forward Seller or its affiliate would incur a Stock Loan Fee (as defined under the Forward Sale Agreement or Additional Forward Sale Agreement, as applicable) of more than a rate equal to 25 200 basis points per annum to do soborrow and deliver for sale under this Agreement the total number of Borrowed Underwritten Shares or Borrowed Option Shares, as applicable, then, in each case, the Company shall issue and sell to the UnderwriterUnderwriters on the Closing Date or the relevant Additional Closing Date, pursuant to Section 2(b)(ii) or 2(b)(iv) 2 hereof, as the case may be, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Forward Borrowed Underwritten Shares or Forward Borrowed Option Shares, as the case may be, that the Forward Seller does not so deliver and sell to the UnderwriterUnderwriters. In connection with any such issuance and sale by the Company, the Company or the Underwriter Representatives shall have the right to postpone the Initial Closing Date or the related Option relevant Additional Closing Date, as the case may be, for a period not exceeding two one business days in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriter Underwriters pursuant to this Section 12 9(a) in lieu of Forward any Borrowed Underwritten Shares are referred to herein as the “Company Top-Up Underwritten Shares,” and the shares of Common Stock sold by the Company to the Underwriter Underwriters pursuant to this Section 12(a9(a) in lieu of Forward any Borrowed Option Shares are referred to herein as the “Company Top-Up Option Shares.”