Common use of Issuance and Sale by the Company Clause in Contracts

Issuance and Sale by the Company. (a) In the event that any Forward Seller elects not to borrow Shares, pursuant to Section 2 hereof, or any Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, or any Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller hereunder that such Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that any the Forward Seller elects not to borrow Shares, pursuant to Section 2 hereof, or any the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold purchased by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Additional Shares in respect of which an Additional Forward Sale Agreements have Agreement has been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that any (i) a Forward Seller elects not to borrow Shares, Shares pursuant to the first sentence of Section 2 3(c) hereof, or any (ii) a Forward Seller Purchaser determines in good faith, after using commercially reasonable efforts, that (A) it or its affiliate, as Forward Seller, is unable to borrow and deliver deliver, on the Closing Date or any Subsequent Closing Date, as the case may be, for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Forward Shares or Borrowed Additional Shares, as applicable, to be sold by it to the Underwriters otherwise deliverable on the Closing Date or the Option Closing Date, as applicable, and deliverable such date by such Forward Seller hereunder, hereunder or any Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that (B) such Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, in each case, upon notice by such Forward Seller to the Company and the Operating Partnership (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day business day immediately preceding the Closing Date or any Option such Subsequent Closing Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 3 hereof, in whole but not in parton the Closing Date or such Subsequent Closing Date, as the case may be, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Forward Shares or Borrowed Additional Shares, as applicable, otherwise deliverable on such date by such the applicable Forward Seller hereunder that such Forward Seller does is not required to so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option any Subsequent Closing Date, as applicablethe case may be, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a13(a) in lieu of any Borrowed Firm Forward Underwritten Shares are referred to herein as the “Company Top-Up Firm Underwritten Shares.,” Any and (ii) any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a13(a) in lieu of any Borrowed Additional Forward Optional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Optional Shares.”

Issuance and Sale by the Company. (a) In the event that any (i) all the Conditions are not satisfied on or prior to the Closing Date, and the Forward Seller elects not to borrow SharesSellers elect, pursuant to Section 2 hereof4(c), not to deliver the Borrowed Shares deliverable by the Forward Sellers or any (ii) the Forward Seller is unable Sellers (or their affiliates) (x) are unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the full number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be borrowed and sold by it to the Underwriters on hereunder as of the Closing Date or the such Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, Date or any Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such Forward Seller (y) would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 50 basis points per annum to do soso with respect to all or any portion of such full number of Borrowed Shares, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 2 4 hereof, in whole but not in part, an aggregate number of shares of Common Stock Shares equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such that the Forward Seller hereunder that such Forward Seller does Sellers do not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date Date, or the Option Closing Date, as applicablethe case may be, for a period not exceeding one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock The Shares sold by the Company to the Underwriters pursuant to this Section 23(a10(a): (i) in lieu of any Borrowed Firm Underwritten Shares are referred to herein as the “Company Top-Up Firm Underwritten Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(aand (ii) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that any (i) all the Conditions are not satisfied on the Closing Date and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 hereof2(a)(ii), or any not to deliver the Borrowed Firm Shares deliverable by the Forward Seller, (ii) in the Forward Seller’s commercially reasonable judgment, the Forward Seller is unable unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of the Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to (iii) in the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, or any Forward Seller determines in good faith, in its Purchaser’s commercially reasonable judgment, it is either impracticable to do so borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of the Borrowed Firm Shares, or that such (iv) in the Forward Purchaser’s commercially reasonable judgment, the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 25 basis points per annum to do so, then, upon notice by such Forward Seller borrow and deliver for sale under this Agreement a number of shares of Stock equal to the Company (which notice shall be delivered no later than 5:00 p.m.number of the Borrowed Firm Shares, New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be), then the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or Representative, the Representatives Forward Purchaser and the Forward Seller shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, for a period not exceeding one business day in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a11(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that any the Forward Seller Counterparty elects not to borrow Shares, pursuant to Section 2 2(c) hereof, or any the Forward Seller Counterparty (or its affiliate) is unable to borrow and cause the Forward Seller to deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Initial Shares or Borrowed Additional Shares, as applicable, to be sold purchased by it to the Underwriters on at the Closing Date Time of Delivery or the Option Closing DateDate of Delivery, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller Counterparty determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so that the Forward Counterparty (or that such Forward Seller its affiliate) would incur a stock loan cost (fee, excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to the Forward Counterparty (or its affiliate) (such Forward Seller) stock loan fee, a “Stock Loan Fee”), of more than a rate equal to 200 300 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date Time of Delivery or any Option Closing DateDate of Delivery, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 Sections 2(a) and (c) hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Initial Shares or Borrowed Additional Shares, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives Underwriters shall have the right to postpone the Closing Date Time of Delivery or the Option Closing DateDate of Delivery, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a16(a) in lieu of any Borrowed Firm Initial Shares are referred to herein as the “Company Top-Up Firm Initial Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a16(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that any Forward Seller elects not to borrow SharesSecurities, pursuant to Section 2 3 hereof, or any Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold and delivered by it to the Underwriters on at the Closing Date Time or the Option Closing DateTime of Delivery, as applicable, and deliverable by such Forward Seller hereunder, or any Forward Seller determines that (A) it or its affiliate is unable through commercially reasonable efforts to borrow and deliver for sale a number of Borrowed Shares equal to the number of Borrowed Shares that it has agreed to sell and deliver in good faith, connection with establishing a commercially reasonable hedge position or (B) in its commercially reasonable judgment, judgment either it is either impracticable to do so or that such Forward Seller it or its affiliate would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller will use its commercially reasonable efforts to notify the Company (which notice shall be delivered no later than 5:00 p.m.9:00 a.m., New York City time, on the Business Day immediately preceding at the Closing Date Time or any Option Closing Datesuch Time of Delivery, as the case may be), and the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller hereunder that such Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a11(a): (i) in lieu of any Borrowed Firm Shares are herein referred to herein collectively as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(aand (ii) in lieu of any Borrowed Additional Shares in respect of for which an Additional Forward Sale Agreements have Agreement has been executed are herein referred to herein collectively as the “Company Top-Up Additional Shares.”” In connection with any such issuance and sale by the Company, the Company and the Underwriters shall have the right to postpone the Closing Time or the Time of Delivery, as applicable, for one Business Day in order to effect any required changes in any documents or arrangements.

Issuance and Sale by the Company. (a) In the event that any the Forward Seller elects not to borrow SharesSecurities, pursuant to Section 2 hereof, or any the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares Underwritten Securities or Borrowed Additional SharesOption Securities, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing relevant Settlement Date, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such the Forward Seller) of more than a rate equal to 200 300 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing the relevant Settlement Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares Underwritten Securities or Borrowed Additional SharesOption Securities, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing relevant Settlement Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a22(a) in lieu of any Borrowed Firm Shares Underwritten Securities are referred to herein as the “Company Top-Up Firm SharesUnderwritten Securities.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a22(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”46

Issuance and Sale by the Company. (a) In the event that (i) all the conditions to effectiveness set forth in Section 3 of the Forward Sale Agreement are not satisfied on or prior to the Closing Date or, in respect of any Additional Forward Seller elects Sale Agreement entered into pursuant to Section 2(b)(i), all the Additional Conditions are not to borrow Sharessatisfied on the Additional Closing Date, as the case may be, and the Forward Counterparty elects, pursuant to Section 2 2(c) or Section 2(d) hereof, as the case may be, not to deliver the Borrowed Firm Shares or any the Borrowed Additional Shares deliverable by the Forward Seller Counterparty, as applicable, (ii) the Forward Counterparty is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of the Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to (iii) in the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, or any Forward Seller determines in good faith, in its Counterparty’s commercially reasonable judgment, it is either impracticable to do so so, or that such (iv) in the Forward Seller Counterparty’s commercially reasonable judgment, it would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 100 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 2 4 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicablethe case may be, deliverable by such that the Forward Seller hereunder that such Forward Seller Counterparty does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives Managers shall have the right to postpone the Closing Date or the Option relevant Additional Closing Date, as applicablethe case may be, for a period not exceeding one business day in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a9(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.,” Any and the shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a9(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that (i) all the Conditions are not satisfied on or prior to the Closing Date or, in respect of any Additional Forward Sale Agreements entered into pursuant to Section 3(b), all the Additional Conditions are not satisfied on any Additional Closing Date, as the case may be, and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 3(c) or Section 3(d) hereof, as the case may be, not to deliver the Borrowed Underwritten Shares or any the Borrowed Option Shares deliverable by the Forward Seller, as applicable, (ii) in the Forward Purchaser’s commercially reasonable judgment, the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of the Borrowed Firm Underwritten Shares or Borrowed Additional Option Shares, as applicable, to be sold borrowed and delivered for sale by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, under this Agreement or any (iii) in the Forward Seller determines in good faith, in its Purchaser’s commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 25 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 2 3 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Underwritten Shares or Borrowed Additional Option Shares, as applicablethe case may be, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option relevant Additional Closing Date, as applicablethe case may be, for one a period not exceeding three business day days in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a11(a) in lieu of any Borrowed Firm Underwritten Shares are referred to herein as the “Company Top-Up Firm Underwritten Shares.,” Any and the shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a11(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares”.”

Issuance and Sale by the Company. (a) In the event that any the Forward Seller Counterparty elects not to borrow Shares, pursuant to Section 2 1(c) hereof, or any the Forward Seller Counterparty is unable to borrow and cause the Forward Seller to deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Initial Shares or Borrowed Additional Option Shares, as applicable, to be sold purchased by it to the Underwriters on at the Closing Date Time or the Option Closing DateDate of Delivery, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller Counterparty determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller Counterparty would incur a stock loan cost (fee, excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to the Forward Counterparty (such Forward Seller) stock loan fee, a “Stock Loan Fee”), of more than a rate equal to 200 150 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date Time or any Option Closing DateDate of Delivery, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 1(a) hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Initial Shares or Borrowed Additional Option Shares, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date Time or the Option Closing DateDate of Delivery, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a19(a) in lieu of any Borrowed Firm Initial Shares are referred to herein as the “Company Top-Up Firm Initial Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a19(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In If in respect of the event that Forward Sale Agreement and/or any Additional Forward Sale Agreement, as applicable, (i) all the Conditions are not satisfied on or prior to the First Closing Date or, in respect of any Additional Forward Sale Agreement to be entered into pursuant to Section 2(a)(iii) hereof, all the Option Conditions are not satisfied on or prior to the related Option Closing Date, as the case may be, and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 2(b) or 2(c) hereof, as the case may be, not to deliver and sell to the Underwriter the Borrowed Firm Shares or any the Borrowed Option Shares, as applicable, otherwise deliverable by the 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 a the number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Option Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such the Forward Seller hereunder, hereunder or any (iii) in the Forward Seller determines in Purchaser’s good faith, in its faith and commercially reasonable judgment, it is either impracticable to do so or that such judgment the Forward Seller would incur a stock loan cost Stock Loan Fee (excludingas defined under the Forward Sale Agreement or relevant Additional Forward Sale Agreement, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Selleras applicable) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the UnderwritersUnderwriter, pursuant to Section 2 hereof2(a)(iii) or 2(a)(iv), as the case may be, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Option Shares, as applicablethe case may be, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the UnderwritersUnderwriter. In connection with any such issuance and sale by the Company, the Company or the Representatives Underwriter shall have the right to postpone the relevant Closing Date or the Option Closing Date, as applicable, for one a period not exceeding two (2) business day days in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters Underwriter pursuant to this Section 23(a12(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any and the shares of Common Stock sold by the Company to the Underwriters Underwriter pursuant to this Section 23(a12(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that any the Forward Seller elects not to borrow SharesSecurities, pursuant to Section 2 hereof, or any the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares Underwritten Securities or Borrowed Additional SharesOption Securities, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing relevant Settlement Date, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such the Forward Seller) of more than a rate equal to 200 300 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing the relevant Settlement Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares Underwritten Securities or Borrowed Additional SharesOption Securities, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing relevant Settlement Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a22(a) in lieu of any Borrowed Firm Shares Underwritten Securities are referred to herein as the “Company Top-Up Firm SharesUnderwritten Securities.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a22(a) in lieu of any Borrowed Additional Shares Option Securities in respect of which Additional Option Forward Sale Agreements have Agreement has been executed are referred to herein as the “Company Top-Up Additional SharesOption Securities.”

Issuance and Sale by the Company. (a) In the event that any the Forward Seller elects not to borrow Shares, pursuant to Section 2 hereof, or any the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold purchased by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such the Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives Representative shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Additional Shares in respect of which an Additional Forward Sale Agreements have Agreement has been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that any (i) all the Conditions are not satisfied on the Closing Date and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 hereof2(a)(ii), or any not to deliver the Borrowed Firm Shares deliverable by the Forward Seller, (ii) in the Forward Seller’s commercially reasonable judgment, the Forward Seller is unable unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of the Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to (iii) in the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, or any Forward Seller determines in good faith, in its Purchaser’s commercially reasonable judgment, it is either impracticable to do so borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of the Borrowed Firm Shares, or that such (iv) in the Forward Purchaser’s commercially reasonable judgment, the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 25 basis points per annum to do so, then, upon notice by such Forward Seller borrow and deliver for sale under this Agreement a number of shares of Stock equal to the Company (which notice shall be delivered no later than 5:00 p.m.number of the Borrowed Firm Shares, New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be), then the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or Representatives, the Representatives Forward Purchaser and the Forward Seller shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, for a period not exceeding one business day in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a11(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that (i) all the Conditions are not satisfied on or prior to the Closing Date or, in respect of any Additional Forward Sale Agreement entered into pursuant to Section 3(c), all the Additional Conditions are not satisfied on the Closing Date or the applicable Subsequent Closing Date, if any, as the case may be, and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 3(d) or Section 3(e) hereof, as the case may be, not to deliver the Borrowed Underwritten Shares or any the Borrowed Option Shares deliverable by the Forward Seller, as applicable, (ii) in the Forward Purchaser’s commercially reasonable judgment, the Forward Seller is unable unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock Shares equal to the number of the Borrowed Firm Underwritten Shares or Borrowed Additional Option Shares, as applicable, to be sold borrowed and delivered for sale by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, under this Agreement or any (iii) in the Forward Seller determines in good faith, in its commercially reasonable Purchaser’s sole judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 2 3 hereof, in whole but not in part, an aggregate number of shares of Common Stock Shares equal to the number of Borrowed Firm Underwritten Shares or Borrowed Additional Option Shares, as applicablethe case may be, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option applicable Subsequent Closing Date, as applicablethe case may be, for one a period not exceeding two business day days in order to effect any required changes in any documents or arrangements. Any shares of The Common Stock Shares sold by the Company to the Underwriters pursuant to this Section 23(a11(a) in lieu of any Borrowed Firm Underwritten Shares are referred to herein as the “Company Top-Up Firm Underwritten Shares.,” Any shares of and the Common Stock Shares sold by the Company to the Underwriters pursuant to this Section 23(a11(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that any (i) all the Conditions are not satisfied on or prior to the Closing Date, and the Forward Seller elects not to borrow SharesSellers elect, pursuant to Section 2 hereof2(c), not to deliver the Borrowed Shares deliverable by the Forward Sellers or any (ii) the Forward Seller is unable Sellers (or their affiliates) (x) are unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the full number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be borrowed and sold by it to the Underwriters on hereunder as of the Closing Date or the Option such Additional Closing Date, as applicable, and deliverable by such Forward Seller hereunder, Date or any Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such Forward Seller (y) would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 25 basis points per annum to do soso with respect to all or any portion of such full number of Borrowed Shares, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock Shares equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such that the Forward Seller hereunder that such Forward Seller does Sellers do not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives Underwriters shall have the right to postpone the Closing Date Date, or the Option Additional Closing Date, as applicablethe case may be, for a period not exceeding one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock The Shares sold by the Company to the Underwriters pursuant to this Section 23(a9(a): (i) in lieu of any Borrowed Firm Underwritten Shares are referred to herein as the “Company Top-Up Firm Underwritten Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(aand (ii) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that any Forward Seller Purchaser elects not to borrow Shares, pursuant to Section 2 1 hereof, or any Forward Seller Purchaser is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing DateTime, as applicable, and deliverable by such Forward Seller Purchaser hereunder, or any Forward Seller Purchaser determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such Forward Seller Purchaser would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward SellerPurchaser) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller Purchaser to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day business day immediately preceding the Closing Date or any Option Closing DateTime, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 1 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller Purchaser hereunder that such Forward Seller Purchaser does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing DateTime, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a17(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a17(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In If in respect of the event that Forward Sale Agreements and/or any Additional Forward Sale Agreements, as applicable, (i) all the Conditions are not satisfied on or prior to the First Closing Date or, in respect of any Additional Forward Sale Agreement to be entered into pursuant to Section 2(a)(iii) hereof, all the applicable Option Conditions are not satisfied on or prior to the related Option Closing Date, as the case may be, and the relevant Forward Seller elects not to borrow Shareselects, pursuant to Section 2 2(b) or 2(c) hereof, as the case may be, not to deliver and sell to the Underwriters the Borrowed Firm Shares or any the Borrowed Option Shares, as applicable, otherwise deliverable by such Forward Seller, (ii) in each Forward Purchaser’s good faith and commercially reasonable judgment its affiliated Forward Seller is unable to borrow and deliver for sale under this Agreement a the number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Option Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, hereunder or any (iii) in each Forward Seller determines in Purchaser’s good faith, in its faith and commercially reasonable judgment, it is either impracticable to do so or that such judgment its affiliated Forward Seller would incur a stock loan cost Stock Loan Fee (excluding, for the avoidance of doubt, the federal funds rate component payable by as defined under the relevant stock lender to such Forward SellerSale Agreement or Additional Forward Sale Agreement, as applicable) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the several Underwriters, pursuant to Section 2 hereof2(a)(iii) or 2(a)(iv), as the case may be, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Option Shares, as applicablethe case may be, deliverable by such that the Forward Seller hereunder that such Forward Seller does Sellers do not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives Underwriters shall have the right to postpone the relevant Closing Date or the Option Closing Date, as applicable, for one business day a period not exceeding two (2) Business Days in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a15(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any and the shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a15(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that any Forward Seller Purchaser elects not to borrow Shares, pursuant to Section 2 1 hereof, or any Forward Seller Purchaser is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing DateTime, as applicable, and deliverable by such Forward Seller Purchaser hereunder, or any Forward Seller Purchaser determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such Forward Seller Purchaser would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward SellerPurchaser) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller Purchaser to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business business Day immediately preceding the Closing Date or any Option Closing DateTime, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 1 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller Purchaser hereunder that such Forward Seller Purchaser does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing DateTime, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a17(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a17(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that any Forward Seller elects not to borrow Shares, pursuant to Section 2 hereof, or any Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, or any Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller hereunder that such Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a24(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a24(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that any (i) all the Conditions are not satisfied on or prior to the Closing Date, and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 hereof3(c), or any not to deliver the Borrowed Shares deliverable by the Forward Seller, (ii) in the Forward Purchaser’s commercially reasonable judgment, after using commercially reasonable efforts, the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock Shares equal to the number of the Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold borrowed and delivered for sale by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, under this Agreement or any (iii) in the Forward Seller determines in good faith, in its Purchaser’s commercially reasonable judgment, it is either impracticable to do so or that such after using commercially reasonable efforts, the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 2 3 hereof, in whole but not in part, an aggregate number of shares of Common Stock Shares equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date Date, or the Option Closing Date, as applicablethe case may be, for one a period not exceeding three business day days in order to effect any required changes in any documents or arrangements. Any shares of Common Stock The Shares sold by the Company to the Underwriters pursuant to this Section 23(a13(a): (i) in lieu of any Underwritten Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Underwritten Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(aand (ii) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that (i) all the Conditions are not satisfied on or prior to the Closing Time or, in respect of any Additional Forward Sale Agreement entered into pursuant to Section 3(c), all the Additional Conditions are not satisfied at the Closing Time or the applicable Date of Delivery, if any, as the case may be, and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 3(d) or Section 3(e) hereof, as the case may be, not to deliver the Borrowed Underwritten Shares or any the Borrowed Option Shares deliverable by the Forward Seller, as applicable, (ii) in the Forward Purchaser’s commercially reasonable judgment, the Forward Seller is unable unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of the Borrowed Firm Underwritten Shares or Borrowed Additional Option Shares, as applicable, to be sold borrowed and delivered for sale by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, under this Agreement or any (iii) in the Forward Seller determines in good faith, in its commercially reasonable Purchaser’s sole judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the UnderwritersUnderwriter, pursuant to Section 2 3 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Underwritten Shares or Borrowed Additional Option Shares, as applicablethe case may be, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the UnderwritersUnderwriter. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date Time or the Option Closing Dateapplicable Date of Delivery, as applicablethe case may be, for one a period not exceeding two business day days in order to effect any required changes in any documents or arrangements. Any shares of The Common Stock sold by the Company to the Underwriters Underwriter pursuant to this Section 23(a11(a) in lieu of any Borrowed Firm Underwritten Shares are referred to herein as the “Company Top-Up Firm Underwritten Shares.,” Any shares of and the Common Stock sold by the Company to the Underwriters Underwriter pursuant to this Section 23(a11(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that any the Forward Seller Counterparty elects not to borrow Shares, pursuant to Section 2 1(c) hereof, or any the Forward Seller Counterparty is unable to borrow and cause the Forward Seller to deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Initial Shares or Borrowed Additional Option Shares, as applicable, to be sold purchased by it to the Underwriters on at the Closing Date Time or the Option Closing DateDate of Delivery, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller Counterparty determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller Counterparty would incur a stock loan cost (fee, excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such the Forward Seller) Counterparty of more than a rate equal to 200 150 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date Time or any Option Closing DateDate of Delivery, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 1(a) hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Initial Shares or Borrowed Additional Option Shares, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date Time or the Option Closing DateDate of Delivery, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a19(a) in lieu of any Borrowed Firm Initial Shares are referred to herein as the “Company Top-Up Firm Initial Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a19(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that any the Forward Seller elects not to borrow Shares, pursuant to Section 2 hereof, or any the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold purchased by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such the Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Additional Shares in respect of which an Additional Forward Sale Agreements have Agreement has been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In If in respect of the event that Forward Sale Agreement and/or any Additional Forward Sale Agreements, as applicable, (i) all the Conditions are not satisfied on or prior to the First Closing Date or, in respect of any Additional Forward Sale Agreement to be entered into pursuant to Section 2(a)(iii) hereof, all the applicable Option Conditions are not satisfied on or prior to the related Option Closing Date, as the case may be, and the relevant Forward Seller elects not to borrow Shareselects, pursuant to Section 2 2(b) or 2(c) hereof, as the case may be, not to deliver and sell to the Underwriters the Borrowed Firm Securities or any the Borrowed Option Securities, as applicable, otherwise deliverable by such Forward Seller Seller, (ii) in the Forward Seller’s good faith and commercially reasonable judgment its affiliated Forward Purchaser is unable to borrow and deliver for sale under this Agreement a the number of shares of Common Stock equal to the number of Borrowed Firm Shares Securities or Borrowed Additional SharesOption Securities, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, hereunder or any (iii) in the Forward Seller determines in Seller’s good faith, in its faith and commercially reasonable judgment, it is either impracticable to do so or that such judgment its affiliated Forward Seller Purchaser would incur a stock loan cost Stock Loan Fee (excluding, for the avoidance of doubt, the federal funds rate component payable by as defined under the relevant stock lender to such Forward SellerSale Agreement or Additional Forward Sale Agreement, as applicable) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the several Underwriters, pursuant to Section 2 hereof2(a)(iii) or 2(a)(iv), as the case may be, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares Securities or Borrowed Additional SharesOption Securities, as applicablethe case may be, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company Company, the Forward Purchaser, the Forward Seller or the Representatives Underwriters, as the case may be, shall have the right to postpone the relevant Closing Date or the Option Closing Date, as applicable, for one business day a period not exceeding two (2) Business Days in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a18(a) in lieu of any Borrowed Firm Shares Securities are referred to herein as the “Company Top-Up Firm Shares.Securities” Any and the shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a18(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed Option Securities are referred to herein as the “Company Top-Up Additional SharesOption Securities.”

Issuance and Sale by the Company. (a) In the event that any the Forward Seller elects not to borrow SharesSecurities, pursuant to Section 2 hereof, or any the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Shares Underwritten Securities or Borrowed Additional SharesOption Securities, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing relevant Settlement Date, as applicable, and deliverable by such the Forward Seller hereunder, or any the Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such the Forward Seller) of more than a rate equal to 200 300 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing the relevant Settlement Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares Underwritten Securities or Borrowed Additional SharesOption Securities, as applicable, deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or 40 the Representatives shall have the right to postpone the Closing Date or the Option Closing relevant Settlement Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a22(a) in lieu of any Borrowed Firm Shares Underwritten Securities are referred to herein as the “Company Top-Up Firm SharesUnderwritten Securities.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a22(a) in lieu of any Borrowed Additional Shares Option Securities in respect of which Additional Option Forward Sale Agreements have Agreement has been executed are referred to herein as the “Company Top-Up Additional SharesOption Securities.”

Issuance and Sale by the Company. (a) In the event that any (i) all the Conditions are not satisfied on or prior to the Initial Closing Date and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 hereof3(b) hereof not to deliver and sell to the Underwriters their respective portion of the Borrowed Firm Shares otherwise deliverable by the Forward Seller, or any (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 a the number of shares of Common Stock Shares equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such the Forward Seller hereunder, hereunder or any (iii) in the Forward Seller determines in Purchaser’s good faith, in its faith and commercially reasonable judgment, it is either impracticable to do so or that such judgment the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the several Underwriters, pursuant to Section 2 hereof3(a)(iii), in whole but not in part, an aggregate number of shares of Common Stock Shares equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives Underwriters shall have the right to postpone the relevant Closing Date or the Option Closing Date, as applicable, for one a period not exceeding two (2) business day days in order to effect any required changes in any documents or arrangements. Any shares of The Common Stock Shares sold by the Company to the Underwriters pursuant to this Section 23(a8(a) in lieu of any Borrowed Firm Shares are referred to herein as the “Company Top-Up Firm Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Shares.”

Issuance and Sale by the Company. (a) In the event that (i) all of the conditions to effectiveness set forth in Section 3 of the applicable Forward Agreement are not satisfied on or prior to the Closing Date or, in respect of any Additional Forward Agreement entered into pursuant to Section 1(a)(A), all the Option Conditions are not satisfied on or prior to the Option Closing Date, as the case may be, and a Forward Seller elects not to borrow Shareselects, pursuant to Section 2 1(b) or Section 1(c) hereof, as the case may be, not to deliver the Borrowed Underwritten Shares or any the Borrowed Option Shares deliverable by such Forward Seller, as applicable, or (ii) in the commercially reasonable judgment of a Forward Counterparty, its affiliated Forward Seller is unable to borrow and deliver for sale under this Agreement all of the Borrowed Underwritten Shares or Borrowed Option Shares deliverable by such Forward Seller hereunder or if, in the Forward Counterparty’s commercially reasonable judgment, its affiliated Forward Seller would incur a stock loan cost in excess of a rate equal to 200 basis points per annum to borrow all of the Borrowed Underwritten Shares and Borrowed Option Shares deliverable by such Forward Seller hereunder, the Company shall issue and sell in whole but not in part a number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, or any Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that such Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Shares or Borrowed Additional Shares, as applicable, deliverable by such Forward Seller hereunder that such Forward Seller does not so deliver and sell to the Underwritersdeliver. In connection with any such issuance and sale by the Company, the Company or the The Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as applicablethe case may be, for a period not exceeding one (1) business day in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) 7 in lieu of any the Borrowed Firm Underwritten Shares to be sold by the Forward Sellers are referred to herein as the “Company Top-Up Firm Underwritten Shares.” Any and the shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a) 7 in lieu of any the Borrowed Additional Option Shares in respect of which Additional to be sold by the Forward Sale Agreements have been executed Sellers are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that any (i) all the Conditions are not satisfied on or prior to the Initial Closing Date or, in respect of the Additional Forward Sale Agreements, if any, entered into pursuant to Section 2(c) hereof, all the Additional Conditions are not satisfied on the Option Closing Date, if any, as the case may be, and a Forward Seller elects not to borrow Shareselects, pursuant to Section 2 2(e) or Section 2(f) hereof, as the case may be, not to deliver Borrowed Underwritten Shares or any Borrowed Option Shares otherwise deliverable by such Forward Seller, as applicable, (ii) in a Forward Purchaser’s commercially reasonable judgment, it (as Forward Seller) or its affiliated Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Underwritten Shares or Borrowed Additional Option Shares, as applicable, to be sold by it to the Underwriters on the Closing Date or the Option Closing Date, as applicable, otherwise borrowed and deliverable delivered for sale by such Forward Seller hereunder, under this Agreement or any (iii) in a Forward Seller determines in good faith, in its Purchaser’s commercially reasonable judgment, it is either impracticable to do so (as Forward Seller) or that such its affiliated Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 50 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Underwritten Shares or Borrowed Additional Option Shares, as applicablethe case may be, deliverable by such Forward Seller hereunder that such Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Initial Closing Date or the Option Closing Date, as applicablethe case may be, for one a period not exceeding two business day days in order to effect any required changes in any documents or arrangements. Any The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a9(a) in lieu of any Borrowed Firm Underwritten Shares are referred to herein as the “Company Top-Up Firm Underwritten Shares.,” Any and the shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a9(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”

Issuance and Sale by the Company. (a) In the event that (i) all the conditions to effectiveness set forth in Section 3 of the Forward Sale Agreement are not satisfied on or prior to the First Closing Date or, in respect of any Additional Forward Sale Agreement entered into pursuant to Section 3(b)(i), all the Additional Conditions are not satisfied on any Optional Closing Date, as the case may be, and the Forward Seller elects not to borrow Shareselects, pursuant to Section 2 3(c) or Section 3(d) hereof, as the case may be, not to deliver the Borrowed Firm Securities or any the Borrowed Optional Securities deliverable by the Forward Seller, as applicable, (ii) the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock Shares equal to the number of the Borrowed Firm Shares Securities or Borrowed Additional SharesOptional Securities, as applicable, to be sold by it to applicable or (iii) in the Underwriters on the Closing Date or the Option Closing Date, as applicable, and deliverable by such Forward Seller hereunder, or any Forward Seller determines in good faith, in its Purchaser’s commercially reasonable judgment, it is either impracticable to do so or that such the Forward Seller would incur a stock loan cost (excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to such Forward Seller) of more than a rate equal to 200 75 basis points per annum to do so, then, upon notice by such Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date or any Option Closing Date, as the case may be)in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 2 3 hereof, in whole but not in part, an aggregate number of shares of Common Stock Shares equal to the number of Borrowed Firm Shares Securities or Borrowed Additional SharesOptional Securities, as applicablethe case may be, deliverable by such Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date or the Option relevant Optional Closing Date, as applicablethe case may be, for a period not exceeding one business day in order to effect any required changes in any documents or arrangements. Any shares of The Common Stock Shares sold by the Company to the Underwriters pursuant to this Section 23(a9(a) in lieu of any Borrowed Firm Shares Securities are referred to herein as the “Company Top-Up Firm Shares.Securities,” Any shares of and the Common Stock Shares sold by the Company to the Underwriters pursuant to this Section 23(a9(a) in lieu of any Borrowed Additional Shares in respect of which Additional Forward Sale Agreements have been executed Optional Securities are referred to herein as the “Company Top-Up Additional SharesOptional Securities.”

Issuance and Sale by the Company. (a) In the event that any (i) the Forward Seller Counterparty elects not to borrow Shares, Shares pursuant to Section 2 1(c) hereof, (ii) the Forward Counterparty or any Forward Seller its affiliate is unable to borrow and cause the Forward Seller to deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Firm Initial Shares or Borrowed Additional Option Shares, as applicable, to be sold purchased by it to the Underwriters on at the Closing Date Time or the Option Closing DateDate of Delivery, as applicable, and deliverable by such the Forward Seller hereunder, or any (iii) the Forward Seller Counterparty determines in good faith, in its commercially reasonable judgment, either that it is either impracticable to do so or that such the Forward Seller Counterparty would incur a stock loan cost (fee, excluding, for the avoidance of doubt, the federal funds rate component payable by the relevant stock lender to the Forward Counterparty (such Forward Seller) stock loan fee, a “Stock Loan Fee”), of more than a rate equal to 200 basis points per annum to do so, then, upon notice by such the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day business day immediately preceding the Closing Date Time or any Option Closing DateDate of Delivery, as the case may be), the Company shall issue and sell to the Underwriters, pursuant to Section 2 1(a) hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Firm Initial Shares or Borrowed Additional Option Shares, as applicable, otherwise deliverable by such the Forward Seller hereunder that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date Time or the Option Closing DateDate of Delivery, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a19(a) in lieu of any Borrowed Firm Initial Shares are referred to herein as the “Company Top-Up Firm Initial Shares.” Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 23(a19(a) in lieu of any Borrowed Additional Option Shares in respect of which Additional Forward Sale Agreements have been executed are referred to herein as the “Company Top-Up Additional Option Shares.”