Common use of Manner of Sale Clause in Contracts

Manner of Sale. So long as the Purchasers own in excess of 2.5% of the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree that, except as provided below or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, only (i) pursuant to one or more firm commitment underwritten public offerings or (ii) in one or more block trades. Notwithstanding anything to the contrary set forth above, at any time while the Purchasers own an amount of Common Stock in excess of the Threshold Amount, the Purchasers shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time in accordance with the terms of the Purchase Agreement. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registration.

Manner of Sale. So long as the Purchasers own in excess of 2.5% of the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "“Threshold Amount"”)), the Purchasers agree that, except as provided below or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, only (i) pursuant to one or more firm commitment underwritten public offerings or (ii) in one or more block trades. Notwithstanding anything to the contrary set forth above, at any time while the Purchasers own an amount of Common Stock in excess of the Threshold Amount, the Purchasers shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time in accordance with the terms of the Purchase Agreementtime. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registration.

Manner of Sale. So long as the Purchasers own in excess of 2.5% of the fully diluted Common Stock (after giving effect Pursuant to the exercise terms and subject to the conditions of all outstanding optionsthis Agreement, warrants (i) each Manager shall use its commercially reasonable efforts, consistent with its normal trading and other rights sales practices and applicable law and regulations, to purchase Common Stock whether or not offer and sell any Primary Shares at such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree that, except as provided below or except prices and in such amounts and otherwise in accordance with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected Company’s instructions pursuant to Section 2.1 3(a) hereof, (ii) each Forward Seller shall use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to offer and sell any Hedge Shares to be borrowed by, or on behalf of, the Forward Purchaser affiliated with such Forward Seller in a registration effected accordance with the applicable Forward Instruction Notice delivered by the Company for its own account in which the Purchasers elect, pursuant to Section 2.23(c) hereof and (iii) each Forward Purchaser shall use its commercially reasonable efforts to borrow, or cause such Forward Seller or any other affiliate thereof to borrow, a number of Hedge Shares at such times as required to settle such sales and sufficient to have an aggregate gross sale price as close as reasonably practicable to the Aggregate Maximum Forward Hedge Amount. Each Manager and Forward Seller shall sell Shares hereunder by any method permitted by law deemed to be an At-the-Market Offering (as defined below), including, without limitation, sales made by means of ordinary brokers’ transactions, to include Registrable Securitiesor through a market maker at market prices prevailing at the time of sale, only (iat prices related to prevailing market prices or at negotiated prices; provided, however, that neither the Managers nor the Forward Sellers shall have any obligation to offer or sell such Shares, and the Company acknowledges and agrees that neither the Managers nor the Forward Sellers shall have any such obligation, in the event that any such offer or sale may in the reasonable judgment of any such Manager or Forward Seller constitute the sale of a “block” under Rule 10b-18(a)(5) pursuant under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or such Manager or Forward Seller reasonably believes that it may be deemed to one or more firm commitment underwritten public offerings or (ii) be an “underwriter” under the Securities Act in one or more block trades. Notwithstanding anything a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a prospectus to the contrary set forth above, at NYSE in accordance with Rule 153 under the Securities Act (such transactions are referred to as an “At-the-Market Offering” herein). Each Manager and Forward Seller hereby covenants and agrees not to make any time while the Purchasers own an amount offer or sale of Common Stock in excess any Shares other than by means of the Threshold Amount, the Purchasers At-the-Market Offerings or otherwise as shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected be mutually agreed upon by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time in accordance with the terms of the Purchase Agreement. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell Manager or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registrationForward Seller.

Manner of Sale. So long as the Purchasers own Stockholder owns in excess of 2.5% of -------------- the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree Stockholder agrees that, except as provided below in the following sentence or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers Stockholder shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to this Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, 1.1 only (i) pursuant to one or - more firm commitment underwritten public offerings or offerings, (ii) in one or more block -- trades, or (iii) pursuant to a staged sale in which a block of registered --- securities is transferred to an independent trustee who is directed pursuant to irrevocable instructions to sell a specified number of such shares over a specified period of time at a specified rate, notwithstanding the market price level of the Company's securities, provided that the number of such shares sold -------- on any trading day shall not exceed 25,000. Notwithstanding anything to the contrary set forth abovein the preceding sentence, at any time while the Purchasers own Stockholder owns an amount of Common Stock in excess of the Threshold Amount, the Purchasers Stockholder shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to this Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, 1.1 in any other manner, including pursuant to a Shelf Registration Statementshelf registration statement, if in the opinion of a nationally recognized investment banker selected by the Company and the PurchasersStockholder, distributions of Registrable Securities made in the manner proposed by the Purchasers Stockholder would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict impose any restriction on the Purchasers from transferring transfer of any of the Common Stock at any time in accordance with the terms of the Purchase Agreement. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for Stockholder other than a restriction on the account manner of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution sale of Registrable Securities included in a registration effected pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registrationthis Section 1.1.

Manner of Sale. So long as the Purchasers own in excess of 2.5% of the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree that, except as provided below or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, only (i) pursuant to one or more firm commitment underwritten public offerings or (ii) in one or more block trades. Notwithstanding anything to the contrary set forth above, at any time while the Purchasers own an amount of Common Stock in excess of the Threshold Amount, the Purchasers shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time in accordance with the terms of the Purchase Agreementtime. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registration.

Manner of Sale. So long as the Purchasers own Stockholder owns in excess of 2.5% of the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree Stockholder agrees that, except as provided below in the following sentence or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers Stockholder shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to this Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, 1.1 only (i) pursuant to one or more firm commitment underwritten public offerings or offerings, (ii) in one or more block trades, or (iii) pursuant to a staged sale in which a block of registered securities is transferred to an independent trustee who is directed pursuant to irrevocable instructions to sell a specified number of such shares over a specified period of time at a specified rate, notwithstanding the market price level of the Company's securities, provided that the number of such shares sold on any trading day shall not exceed 25,000. Notwithstanding anything to the contrary set forth abovein the preceding sentence, at any time while the Purchasers own Stockholder owns an amount of Common Stock in excess of the Threshold Amount, the Purchasers Stockholder shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to this Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, 1.1 in any other manner, including pursuant to a Shelf Registration Statementshelf registration statement, if in the opinion of a nationally recognized investment banker selected by the Company and the PurchasersStockholder, distributions of Registrable Securities made in the manner proposed by the Purchasers Stockholder would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict impose any restriction on the Purchasers from transferring transfer of any of the Common Stock at any time in accordance with the terms of the Purchase Agreement. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for Stockholder other than a restriction on the account manner of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution sale of Registrable Securities included in a registration effected pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registrationthis Section 1.1.