Common use of Additional Covenants of Counterparty Clause in Contracts

Additional Covenants of Counterparty. (a) Counterparty acknowledges and agrees that any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement Date for any Transaction (i) will be newly issued (unless mutually agreed otherwise by the parties), (ii) will be approved for listing or quotation on the Exchange, subject to official notice of issuance, and (iii) pursuant to the terms of the Interpretive Letter (as defined below), may be used by Dealer (or an affiliate of Dealer) to return to securities lenders from whom Dealer (or an affiliate of Dealer) borrowed Shares in connection with hedging its exposure to such Transaction without further registration or other restrictions under the Securities Act in the hands of those securities lenders, irrespective of whether any such stock loan is effected by Dealer or an affiliate of Dealer. Accordingly, subject to Section 12, Counterparty agrees that any Shares so delivered by Counterparty to Dealer (or an affiliate of Dealer) will not bear a restrictive legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. In addition, Counterparty represents and agrees that any such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights.

Additional Covenants of Counterparty. (a) Counterparty acknowledges and agrees that any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement Date for any Transaction will be (i) will be newly issued (unless mutually agreed otherwise by the parties)issued, (ii) will be approved for listing or quotation on the Exchange, subject to official notice of issuance, and (iii) pursuant to registered under the terms Exchange Act, and, so long as Dealer (or an affiliate of Dealer) has sold the Number of Shares in the manner contemplated by Section 2 of the Interpretive Letter (as defined below)Equity Distribution Agreement, may be used when delivered by Dealer (or an affiliate of Dealer) to return to securities lenders from whom Dealer (or an affiliate of Dealer) borrowed Shares in connection with hedging its exposure to such Transaction Transaction, will be freely saleable without further registration or other restrictions under the Securities Act in the hands of those securities lenders, irrespective of whether any such stock loan is effected by Dealer or an affiliate of Dealer. AccordinglyDealer and, subject to Section 12accordingly, Counterparty agrees that any Shares so delivered by Counterparty to Dealer (or an affiliate of Dealer) will not bear a restrictive legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance SystemSystem (this clause (iii), the “Registration Covenant”). In addition, Counterparty represents and agrees that any such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rightsencumbrance.