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

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, and the Forward Seller elects, pursuant to Section 3(c), not to deliver the Borrowed Shares deliverable by the Forward Seller, (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 Shares to be borrowed and delivered for sale by the Forward Seller under this Agreement or (iii) in the Forward Purchaser’s commercially reasonable judgment, the Forward Seller would incur a stock loan cost of more than a rate equal to 25 basis points per annum to do so, in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 3 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares that 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 for a period not exceeding three 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 Underwriters pursuant to this Section 11(a) in lieu of Borrowed Shares are referred to herein as the “Company Top-Up Underwritten 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, and the any Forward Seller electselects not to borrow Securities, pursuant to Section 3(c)3(b) hereof, not to deliver the Borrowed Shares deliverable by the Forward Seller, (ii) in the Forward Purchaser’s commercially reasonable judgment, the 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 the Borrowed Shares to be borrowed sold and delivered by it to the Underwriters at the Closing Time or any Forward Seller determines that (A) it or its affiliate is unable through commercially reasonable efforts to borrow and deliver for sale by a number of Borrowed Shares equal to the Forward Seller under this Agreement number of Borrowed Shares that it has agreed to sell and deliver in connection with establishing a commercially reasonable hedge position or (iiiB) in the Forward Purchaser’s its commercially reasonable judgment, the Forward Seller judgment either it is impracticable to do so or it or its affiliate would incur a stock loan cost of more than a rate equal to 25 200 basis points per annum to do so, in each casethen, such Forward Seller will use its commercially reasonable efforts to notify the Company no later than 9:00 a.m., New York City time, at the Closing Time and the Company shall issue and sell to the Underwriters, pursuant to Section 3 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares deliverable by such Forward Seller hereunder that the 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 and the Representatives Underwriters shall have the right to postpone the Closing Date Time for a period not exceeding three business days one Business Day in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 11(a) in lieu of Borrowed Shares are referred to herein as the “Company Top-Up Underwritten Shares”.

Issuance and Sale by the Company. (a) In the event that (i) all the Conditions are a Forward Counterparty elects not satisfied on or prior to the Closing Date, and the Forward Seller elects, borrow Shares pursuant to Section 3(c)2(d) hereof, not to deliver the Borrowed Shares deliverable by the Forward Seller, or (ii) a Forward Counterparty determines in the Forward Purchaser’s good faith, after using commercially reasonable judgmentefforts, the that (A) such Forward Seller 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 Shares to be borrowed and delivered for sale by the Forward Seller under this Agreement Shares, or (iiiB) in the such Forward Purchaser’s commercially reasonable judgment, the Forward Seller Counterparty would incur a stock loan cost of more than a rate equal to 25 600 basis points per annum to do so, in each casethen, upon notice by such Forward Counterparty 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 3 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Forward Shares otherwise deliverable by the applicable Forward Counterparty hereunder that the such Forward Seller does Counterparty 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 for a period not exceeding three one business days day in order to effect any required changes in any documents or arrangements. The Any shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 11(a) in lieu of Borrowed any Forward Shares are referred to herein as the “Company Top-Up Underwritten Initial 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, and the Forward Seller Sellers elects, pursuant to Section 3(c4(c), not to deliver the Borrowed Shares deliverable by the Forward Seller, Sellers or (ii) in the Forward Purchaser’s Sellers (or their affiliates) (x) are unable, after using commercially reasonable judgmentefforts, the Forward Seller is unable to borrow and deliver for sale under this Agreement a the full number of shares of Common Stock equal to the number of the Borrowed Shares to be borrowed and delivered for sale by sold hereunder as of the Forward Seller under this Agreement Closing Date or such Option Closing Date or (iiiy) in the Forward Purchaser’s commercially reasonable judgment, the Forward Seller would incur a stock loan cost of more than a rate equal to 25 50 basis points per annum to do soso with respect to all or any portion of such full number of Borrowed Shares, then, in each case, the Company shall issue and sell to the Underwriters, pursuant to Section 3 4 hereof, in whole but not in part, an aggregate number of shares of Common Stock Shares equal to the number of Borrowed Shares that the 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 Option Closing Date, as the case may be, for a period not exceeding three one business days day in order to effect any required changes in any documents or arrangements. The shares of Common Stock Shares sold by the Company to the Underwriters pursuant to this Section 11(a10(a): (i) in lieu of Borrowed Underwritten Shares are referred to herein as the “Company Top-Up Underwritten Shares” and (ii) in lieu of any Borrowed Option Shares are referred to herein as the “Company Top-Up Option Shares.”.