Common use of Issuance Notice Clause in Contracts

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 shall have been satisfied and the Company wishes to issue and sell Shares hereunder, the Company may deliver to one or more of the Agents (selected by the Company in its sole discretion) an Issuance Notice describing the proposed issuance and sale of Shares; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified in writing by the applicable Agent and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on On any Trading Day during the Agency Period on which Commitment Period, the Company may deliver an Issuance Notice to the Agent, subject to the satisfaction of the conditions set forth in Section 5 shall have been satisfied and the Company wishes to issue and sell Shares hereunder, the Company may deliver to one or more of the Agents (selected by the Company in its sole discretion) an Issuance Notice describing the proposed issuance and sale of Shares5.01; provided, however, that (A) notwithstanding anything in this Agreement to the contrary, the Agent shall have no event may the Company deliver an further obligations with respect to any Issuance Notice if and to the extent that the sum of (x) the aggregate Sales Price number of the requested Issuance AmountShares sold pursuant thereto, plus (y) together with the aggregate number of Common Shares previously sold under the Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this AgreementAgency Agreements, would shall exceed the Maximum Program Amount; and . If the Agent wishes to accept such proposed terms included in the Issuance Notice (Bwhich it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to propose modified terms, the Agent will, prior to delivery 4:30 p.m. (New York City time) or, if later, within three hours after receipt of any the Issuance Notice, on the Selling Period for any previous same business day on which such Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered is delivered on the Trading Day that it is received by e-mail to the persons so identified Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the applicable parties) addressed to all of the individuals from the Company and the Agent and confirmed set forth on Schedule I) accepting such terms (the “Agent Acceptance”) or setting forth the terms that the Agent is willing to accept. Where the terms provided in the Issuance Notice are proposed to be modified as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Agent until the Company delivers to the Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Issuance Notice, as proposed to be modified (the “Company Acceptance” and, whichever of it or the Agent Acceptance becomes effective, the “Acceptance”), which email or other communication shall be addressed to all of the individuals from the Company and the Agent set forth on Schedule I and must be delivered not later than 6:00 p.m. (New York City time) or, if later, within three hours after receipt of the modified terms proposed by telephone (including a voicemail message the Agent, on the same business day. Subject to the persons so identified)foregoing, with the understanding thatCompany shall have the right, with adequate prior written noticein its sole discretion, such Agent may modify the list of such persons to amend at any time and from time to time. For time any Issuance Notice by notice to the avoidance of doubtAgent and, only if so notified, the Agent(s) Agent shall, as soon as practicable, modify its offers to whom sell consistent with any such amendment notice; provided, however, that the Company has delivered an may not amend the number of Issuance Notice will be permitted to sell Shares under this Agreement during if such amended number of Issuance Shares is less than the Sales Period identified in Actual Sold Amount as of the date of such Issuance Noticeamendment.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on On any Trading Day during the Agency Period on which Commitment Period, the Company may deliver an Issuance Notice to the Agent, subject to the satisfaction of the conditions set forth in Section 5 shall have been satisfied and the Company wishes to issue and sell Shares hereunder, the Company may deliver to one or more of the Agents (selected by the Company in its sole discretion) an Issuance Notice describing the proposed issuance and sale of Shares5.01; provided, however, that (A) notwithstanding anything in this Agreement to the contrary, the Agent shall have no event may the Company deliver an further obligations with respect to any Issuance Notice if and to the extent that the sum of (x) the aggregate Sales Price number of the requested Issuance AmountShares sold pursuant thereto, plus (y) together with the aggregate number of Common Shares previously sold under the Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this AgreementAgency Agreements, would shall exceed the Maximum Program Amount; and . If the Agent wishes to accept such proposed terms included in the Issuance Notice (Bwhich it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to propose modified terms, the Agent will, prior to delivery 4:30 p.m. (New York City time) or, if later, within three hours after receipt of any the Issuance Notice, on the Selling Period for any previous same business day on which such Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered is delivered on the Trading Day that it is received by e-mail to the persons so identified Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the applicable parties) addressed to all of the individuals from the Company and the Agent and confirmed set forth on Schedule 1) accepting such terms (the “Agent Acceptance”) or setting forth the terms that the Agent is willing to accept. Where the terms provided in the Issuance Notice are proposed to be modified as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Agent until the Company delivers to the Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Issuance Notice, as proposed to be modified (the “Company Acceptance” and, whichever of it or the Agent Acceptance becomes effective, the “Acceptance”), which email or other communication shall be addressed to all of the individuals from the Company and the Agent set forth on Schedule 1 and must be delivered not later than 6:00 p.m. (New York City time) or, if later, within three hours after receipt of the modified terms proposed by telephone (including a voicemail message the Agent, on the same business day. Subject to the persons so identified)foregoing, with the understanding thatCompany shall have the right, with adequate prior written noticein its sole discretion, such Agent may modify the list of such persons to amend at any time and from time to time. For time any Issuance Notice by notice to the avoidance of doubtAgent and, only if so notified, the Agent(s) Agent shall, as soon as practicable, modify its offers to whom sell consistent with any such amendment notice; provided, however, that the Company has delivered an may not amend the number of Issuance Notice will be permitted to sell Shares under this Agreement during if such amended number of Issuance Shares is less than the Sales Period identified in Actual Sold Amount as of the date of such Issuance Noticeamendment.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Designated Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated; (C) any sales of the Shares shall be effected by or through the Designated Agent on any single given day and the Company shall in no event request that more than one Agent offer or sell the Shares pursuant to this Agreement on the same day; and (D) the Designated Agent may decline to accept the terms contained in the Issuance Notice for any reason, in its sole discretion, which shall not be deemed a breach by the Designated Agent under this Agreement. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by Schedule A hereto for the applicable Agent and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such each Agent may modify the list of such persons for such Agent from time to time. For Notwithstanding anything to the avoidance contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 3(b)(i) on the aggregate Sales Price and aggregate number of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will Shares that may be permitted to sell Shares issued and sold under this Agreement during from time to time shall be the Sales Period identified sole responsibility of the Company, and that the Agents shall have no obligation in connection with such Issuance Noticecompliance.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in ‎Section 5(a) and Section 5 5(e) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Sales Issuance Notices effected pursuant to this Agreementthe Sales Agreements, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period for any previous Sales Issuance Notice shall have expired or been terminated. If the Agent elects to purchase Shares as principal, the sale and purchase of such Shares shall be made pursuant to a Terms Agreement, and the Company and the Operating Partnership agree not to enter into a Terms Agreement with the Agent to sell any Shares in excess of the aggregate Sales Price of Shares set forth in clauses (x) or (y) of the preceding sentence. An Issuance Notice shall be considered delivered on the Trading Day that it is received by through e-mail to the persons so identified in writing by the applicable representatives of the Agent (previously identified by the Agent in writing) and confirmed by the Company by telephone (including a voicemail message to one of the persons representatives so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons its representatives from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing containing the proposed issuance parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the maximum number of Shares to be sold, the time period during which sales are requested to be made and sale of Sharesany minimum price below which sales may not be made; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by the applicable Agent Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated; and (C) in no event may the Company deliver its first Issuance Notice until such time as the Company has filed with the Commission its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by the applicable Agent Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 ‎Section 5(a) and ‎Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Sales Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance AmountAmount under such Issuance Notice, plus (y) the aggregate Sales Price of all Shares issued under all previous Sales Issuance Notices effected pursuant to this Agreementthe Sales Agreements, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Sales Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified of the Sales Agent set forth in writing by the applicable Agent Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified)) by any of the persons of the Company set forth in Schedule A hereto, with the understanding that, with adequate prior written notice, such each of the Sales Agent and the Company may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 shall have been satisfied and the Company wishes to issue and sell Shares hereunder, the Company may deliver to one or more of the Agents (selected by the Company in its sole discretion) an Agent an Issuance Notice describing the proposed issuance and sale of SharesShares to be made solely on a securities exchange or other trading market in the United States; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified in writing by the applicable Agent and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver to one or more of the Agents (selected by the Company in its sole discretion) Designated Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (x) the sum of (x) the aggregate Sales Price of the requested Shares set forth in the Issuance AmountNotice, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, Agreement would exceed the Maximum Program Amount; and , or (y) the sum of the aggregate number of requested Shares set forth in the Issuance Notice, plus the aggregate number of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement would exceed the Maximum Program Amount, (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated, and (C) any sales of the Shares shall be effected by or through the Designated Agent on any single given day and the Company shall in no event request that more than one Agent offer or sell the Shares pursuant to this Agreement on the same day. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by the applicable Agent Schedule B hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such Agent the Agents may modify the list of such persons from time to time. For Notwithstanding anything to the avoidance contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 3(b)(i) on the aggregate Sales Price and aggregate number of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will Shares that may be permitted to sell Shares issued and sold under this Agreement during from time to time shall be the Sales Period identified sole responsibility of the Company, and that the Agents shall have no obligation in connection with such Issuance Noticecompliance.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price or the aggregate number of Shares, as applicable, of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares or the aggregate number of Shares, as applicable, issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail e‑mail to the persons so identified set forth in writing by Schedule A hereto (or such other persons that the applicable Agent may subsequently identify to the Company in writing), and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated; and (C) the Company will have made any repurchases pursuant to the Company Repurchase Program during any “restricted period” (as defined in Regulation M (as defined below)) applicable to such Issuance Notice. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by the applicable Agent Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing the proposed issuance and sale of Shares; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail by the Agent to the persons so identified set forth in writing by the applicable Agent Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 shall have been satisfied and the Company wishes to issue and sell Shares hereunder, the Company may deliver to one or more of the Agents (selected by the Company in its sole discretion) an Agent an Issuance Notice describing the proposed issuance and sale of SharesShares to be made solely on a securities exchange or other trading market in the United States; provided, however, that (A) in no event may DB1/ 93123888.10 the Company deliver an Issuance Notice to the extent that the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified in writing by the applicable Agent and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price or the aggregate number of Shares, as applicable, of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares or the aggregate number of Shares, as applicable, issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by Schedule A hereto (or such other persons that the applicable Agent may subsequently identify to the Company in writing), and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing the proposed issuance and sale of SharesNotice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this AgreementAgreement and any Terms Agreements, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail email to the persons so identified set forth in writing Schedule A hereto (the “Authorized Representatives”) by the applicable Agent Agent(s) (with notice of such Issuance Notice to the Authorized Representatives of the other Agent, if applicable) and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons from time to time. For Notwithstanding anything to the avoidance contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 3(b)(i) on the aggregate Sales Price and aggregate number of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will Shares that may be permitted to sell Shares issued and sold under this Agreement during from time to time shall be the Sales Period identified sole responsibility of the Company, and that the Agent shall have no obligation in connection with such Issuance Noticecompliance.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period or the Forward Hedge Selling Period, as applicable, on (x) which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and (y) solely with respect to any Forward, no event described in clauses (x), (y) or (z) of the Company wishes to issue and sell Shares hereunderproviso set forth in the definition of a Forward Hedge Selling Period shall have occurred, the Company may deliver exercise its right to one or more (1) request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing or (2) in the proposed issuance case of a Forward, deliver a notice to the Forward Seller and sale of Sharesthe Forward Purchaser; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this AgreementAgreement and the Alternative Agreements, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by the applicable Agent Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with 276938411 v5 adequate prior written notice, the Agent may decline such Agent Issuance Notice for any reason in its sole discretion and may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5 5(a) shall have been satisfied and the Company wishes to issue and sell Shares hereundersatisfied, the Company may deliver exercise its right to one or more request an issuance of Shares by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing as to the proposed issuance maximum number of Shares to be sold on such Trading Day and sale of Sharesthe minimum price per Share at which such Shares may be sold; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by the applicable Agent Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, such the Agent may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period or the Forward Hedge Selling Period, as applicable, on (x) which the conditions set forth in Section 5 5(a) and Section 5(b) shall have been satisfied and (y) solely with respect to any Forward, no event described in clause (x) or clause (y) or clause (z) of the Company wishes to issue and sell Shares hereunderproviso set forth in the definition of a Forward Hedge Selling Period shall have occurred, the Company may deliver exercise its right to one or more (1) request an issuance of ADSs by delivering to the Agents (selected by the Company in its sole discretion) Agent an Issuance Notice describing or (2) in the proposed issuance case of a Forward, deliver a notice to the Forward Seller and sale of Sharesthe Forward Purchaser; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares ADSs issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program AmountAmount or require the approval of shareholders under the Listing Rules of the ASX; and (B) prior to delivery of any Issuance Notice, the Selling Period period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons so identified set forth in writing by the applicable Agent Schedule A hereto and confirmed by the Company by email notice or by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, the Agent may decline such Agent Issuance Notice for any reason in its sole discretion and may modify the list of such persons from time to time. For the avoidance of doubt, only the Agent(s) to whom the Company has delivered an Issuance Notice will be permitted to sell Shares under this Agreement during the Sales Period identified in such Issuance Notice.