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

Additional 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 (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers elects, pursuant to Section 3(c) hereof not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it is 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 total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, 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 otherwise deliverable on such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it.

Additional Issuance and Sale by the Company. (a) In the event that (i) the Company does not meet all of the Conditions are not satisfied conditions to effectiveness set forth in the applicable Forward Agreement on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the a Forward Sellers Seller elects, pursuant to Section 3(c) hereof 3(a)(ii), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Shares, or (ii) any in the sole judgment of the a Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Firm Shares to be sold delivered by it or (B) it would be impracticable for the Forward Sellers as set forth in Schedule B-2 opposite the name of such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or if, in such Forward Seller’s sole judgment it would incur entail a stock loan cost in excess of more than 300 _____ basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed of the Firm Shares that such to be delivered by the Forward Seller Sellers as it does not deliver and sell to the Company, the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(a)(ii) hereof not to deliver and sell to the Underwriters the Borrowed Shares because the Company has failed to be sold by it, meet all of the conditions to effectiveness set forth in the applicable Forward Agreement or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Firm Shares to be sold delivered by the Forward Sellers as it is required to deliver hereunder or (iii) if, in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate Seller’s sole judgment it would incur entail a stock loan cost in excess of more than 300 a rate equal to _____ basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.]

Additional 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 (in respect of the Underwritten Borrowed Sharesii) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers elects, pursuant to Section 3(c) hereof 3(b), not to deliver the total number of Borrowed Shares Securities deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it is 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 total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each case, then the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may beDate, pursuant to Section 3 hereof3, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares Securities otherwise deliverable on such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day 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 13(a): (i) ), in lieu of any Underwritten Borrowed Shares Securities, 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 SharesSecurities.” (b) Neither any of the No Forward Purchasers nor any of the Purchaser or Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares Securities that such a Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicableDate, and such Forward Seller elects, pursuant to Section 3(c3(b) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares Securities to be sold by it or (iiiii) in the applicable Forward Purchaser’s commercially reasonable judgment, such 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 Securities to be sold and delivered by it hereunder in connection with establishing a commercially reasonable hedge position or (B) in its commercially reasonable judgment either it would be impracticable to do so or it or its affiliate would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by itdo so.

Additional 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 Time (in respect of the Borrowed Underwritten Borrowed SharesSecurities) or any Date of Delivery (in respect of any Borrowed Option SharesSecurities for which an Additional Forward Sale Agreement has been executed) and any of the Forward Sellers Seller elects, pursuant to in accordance with Section 3(c2(e) hereof not to deliver the total number of Borrowed Shares Securities deliverable by such the Forward Seller hereunder or hereunder, (ii) any of the Forward Sellers Seller determines that, in good faith and a connection with establishing its commercially reasonable manner that hedge position, in its sole judgment, the Forward Seller (Aor its affiliate) it (x) is 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 total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total full number of Borrowed Shares Securities to be borrowed and sold pursuant to this Agreement at the Closing Time or it on such Date of Delivery or (y) would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum to borrow and deliver for sale under this Agreement the total do so with respect to all or any portion of such full number of Borrowed Shares to be sold by it Securities, then, in each casecase and upon notice delivered no later than 9:00 A.M., Eastern time, at the Closing Time or the Date of Delivery, as applicable, the Company shall issue and sell to the Underwriters on the Closing Date Time or the Date of Delivery, as the case may be, pursuant to Section 3 hereof2, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares Securities otherwise deliverable on such date that the applicable 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 Time or the Date of Delivery, as the case may be, for a period not exceeding one Business Day 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 13(a11(a): (i) in lieu of any Borrowed Underwritten Borrowed Shares Securities are herein referred to herein collectively as the “Company Top-Up Underwritten SharesSecurities” and (ii) in lieu of any Borrowed Option Shares Securities for which an Additional Forward Sale Agreement has been executed are herein referred to herein collectively as the “Company Top-Up Option SharesSecurities.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares Securities that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date Time or the Date of Delivery, as applicable, and such (ii) the Forward Seller elects, pursuant to in accordance with Section 3(c) hereof 2(e), not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it.

Additional 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 (in respect of the Underwritten Borrowed Sharesii) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers elects, pursuant to Section 3(c) hereof 3(b), not to deliver the total number of Borrowed Shares Securities deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it is 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 total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each case, then the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may beDate, pursuant to Section 3 hereof3, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares Securities otherwise deliverable on such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day 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 13(a): (i) ), in lieu of any Underwritten Borrowed Shares Securities, 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 SharesSecurities.” (b) Neither any of the No Forward Purchasers nor any of the Purchaser or Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares Securities that such a Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicableDate, and such Forward Seller elects, pursuant to Section 3(c3(b) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares Securities to be sold by it or (iiiii) in the applicable Forward Purchaser’s commercially reasonable judgment, such 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 Securities to be sold and delivered by it hereunder in connection with establishing a commercially reasonable hedge position or (B) in its commercially reasonable judgment either it would be impracticable to do so or it or its affiliate would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by itdo so.

Additional Issuance and Sale by the Company. (a) In the event that a Forward Seller does not to deliver for sale the number of Common Shares set forth in Schedule I-B opposite the name of such Forward Seller (i) all under the Conditions are not satisfied column captioned “Number of Initial Underwritten Securities To Be Sold” on or prior to the Closing Date or (in respect ii) if applicable, under the column captioned “Number of the Option Underwritten Borrowed Shares) Securities To Be Sold” (or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers elects, pursuant to Section 3(c) hereof not to deliver the total such proportionately reduced number of Borrowed Shares deliverable Option Underwritten Securities to be borrowed and delivered for sale by such Forward Seller hereunder or (ii) any of based upon the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares Option Underwritten Securities as to which the option described in Section 3(a)(ii) hereof is being exercised on such Date of Common Stock equal to Delivery) under the total number column captioned “Number of the Borrowed Shares Option Underwritten Securities to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement Sold,” as the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each casecase may be, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock Shares equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 relevant Date of Delivery, as the case may be, Delivery for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed Shares that such Forward Seller Securities it does not deliver and sell to the Underwriters or any other party if (i) the applicable Forward Agreement does not become effective because all of the Conditions are not satisfied on or prior conditions to the Closing Date or Date effectiveness set forth in Section 10(a) of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by ithave not been satisfied.

Additional 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 (in respect of the Borrowed Underwritten Borrowed Shares) or any Option Closing Date of Delivery (in respect of any Borrowed Option Additional Shares) and any of the Forward Sellers elects, pursuant to Section 3(c) hereof ), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it or its affiliate is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it hereunder in connection with establishing a commercially reasonable hedge position, or (B) in its commercially reasonable judgment either it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares do so or it or its affiliate would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by it do so, then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date or Date of DeliveryOption Closing Date, as the case may be, pursuant to Section 3 hereof3, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on such date that the applicable 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 Date of DeliveryOption Closing Date, as the case may be, for a period not exceeding one Business Day 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 13(a12(a): (i) in lieu of any Borrowed Underwritten Borrowed Shares are referred to herein as the “Company Top-Up Underwritten Shares” and (ii) in lieu of any Borrowed Option Additional Shares are referred to herein as the “Company Top-Up Option Additional Shares.” (b) Neither any of the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of DeliveryOption Closing Date, as applicable, and such Forward Seller elects, pursuant to Section 3(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an its affiliate thereof is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or hereunder in connection with establishing a commercially reasonable hedge position, (iii) in the applicable Forward Purchaser’s its commercially reasonable judgment, such Forward Seller judgment either it would be impracticable to do so or it or its affiliate would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum with respect to borrow and all or any portion of such shares to do so, then, in each case, such Forward Seller shall only be required to deliver for sale under this Agreement to the total Underwriters on the Closing Date or any Option Closing Date, as the case may be, the aggregate number of Borrowed Shares shares of Common Stock that such Forward Seller or its affiliate is able to be sold by itso borrow in connection with establishing its commercially reasonable hedge position at or below such cost.

Additional Issuance and Sale by the Company. (a) In the event that (i) all of the Conditions conditions to effectiveness set forth in Section 3 of the applicable Forward Agreement are not satisfied on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (or, in respect of any Borrowed Additional Forward Agreement entered into pursuant to Section 3(a)(ii)(A), all the Option Shares) Conditions are not satisfied on the Option Closing Date, as the case may be, and any of the a Forward Sellers Seller elects, pursuant to Section 3(b) or Section 3(c) hereof ), not to deliver the total number of Borrowed Firm Shares deliverable by such Forward Seller hereunder or the Additional Shares, as applicable, or (ii) any of in the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it judgment of a Forward Counterparty, its affiliated Forward Seller is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Firm Shares to be sold or Additional Shares deliverable by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement hereunder or if, in the total number of Borrowed Shares or it Forward Counterparty’s commercially reasonable judgment, its affiliated Forward Seller would incur entail a stock loan cost in excess of more than 300 a rate equal to 200 basis points per annum to borrow all of the Firm Shares and deliver for sale under this Agreement the total number of Borrowed Additional Shares to be sold deliverable by it then, in each casesuch Forward Seller hereunder, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Deliverythe Option Closing Date, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed Shares that such Forward Seller it does not deliver and sell to the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(b) or Section 3(c) hereof not to deliver and sell Shares because all of the conditions to effectiveness set forth in Section 3 of the Underwriters applicable Forward Agreement or the Borrowed Shares to be sold by itOption Conditions, as applicable, have not been satisfied or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Shares it is required to be sold by it deliver hereunder or (iii) if, in the applicable affiliated Forward PurchaserCounterparty’s commercially reasonable judgment, such Forward Seller or its affiliate it would incur entail a stock loan cost in excess of more than 300 a rate equal to 200 basis points per annum to borrow and deliver for sale under this Agreement all of the total number of Borrowed Firm Shares to be sold or Additional Shares, as the case may be, deliverable by itsuch Forward Seller hereunder.

Additional 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 (in respect of the Borrowed Underwritten Borrowed Shares) or any Option Closing Date of Delivery (in respect of any Borrowed Option Additional Shares) and any of the Forward Sellers Seller elects, pursuant to Section 3(c) hereof ), not to deliver the total number of Borrowed Shares deliverable by such the Forward Seller hereunder or (ii) any of the Forward Sellers Purchaser determines in good faith and a commercially reasonable manner that (A) it or its affiliate is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it hereunder in connection with establishing a commercially reasonable hedge position, or (B) in its commercially reasonable judgment either it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares do so or it or its affiliate would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by it do so, then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date or Date of DeliveryOption Closing Date, as the case may be, pursuant to Section 3 hereof3, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on such date that the applicable 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 Date of DeliveryOption Closing Date, as the case may be, for a period not exceeding one Business Day 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 13(a12(a): (i) in lieu of any Borrowed Underwritten Borrowed Shares are referred to herein as the “Company Top-Up Underwritten Shares” and (ii) in lieu of any Borrowed Option Additional Shares are referred to herein as the “Company Top-Up Option Additional Shares.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of DeliveryOption Closing Date, as applicable, and such the Forward Seller elects, pursuant to Section 3(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such the Forward Seller or an its affiliate thereof is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it hereunder in connection with establishing a commercially reasonable hedge position, or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller judgment either it would be impracticable to do so or it or its affiliate would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum with respect to borrow and all or any portion of such shares to do so, then, in each case, the Forward Seller shall only be required to deliver for sale under this Agreement to the total Underwriters on the Closing Date or any Option Closing Date, as the case may be, the aggregate number of Borrowed Shares shares of Common Stock that the Forward Seller or its affiliate is able to be sold by itso borrow in connection with establishing its commercially reasonable hedge position at or below such cost.

Additional 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 (in respect of the Underwritten Borrowed Shares) or any Option Closing Date of Delivery (in respect of any Additional Borrowed Option Shares) and any of the a Forward Sellers Seller elects, pursuant to Section 3(c3(d) hereof hereof, not to deliver the total number of Underwritten Borrowed Shares deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it a Forward Seller or its affiliate is unable, unable after using commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Underwritten Borrowed Shares to be sold by it or hereunder to establish its commercially reasonable hedge position, (B) there exists a lack of sufficient liquidity in the shares of Common Stock or it would be is impracticable for such Forward Seller to so borrow and deliver for sale under this Agreement the total number of Borrowed Shares using commercially reasonable efforts or (C) it or its affiliate would incur a stock loan cost of more than 300 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by it do so, then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date or Date of DeliveryOption Closing Date, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Underwritten Borrowed Shares otherwise deliverable on such date that the applicable 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 Underwriters shall have the right to postpone the Closing Date or such Option Closing Date of Delivery, as the case may be, for a period not exceeding one Business Day in order three business days 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 13(a): (i10(a) in lieu of any Underwritten Borrowed Shares are referred to herein as the “Underwritten Company Top-Up Underwritten Shares” and (ii) and, in lieu of any Additional Borrowed Option Shares Shares, are referred to herein as the “Additional Company Top-Up Option Shares.” (b) Neither any of the Forward Purchasers Sellers nor any of the Forward Sellers Purchasers shall have any liability whatsoever for any Underwritten Borrowed Shares that such the applicable Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all any of the Conditions are not satisfied on or prior to the Closing Date or such Option Closing Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(d) hereof hereof, not to deliver and sell to the Underwriters the Underwritten Borrowed Shares to be sold by it, it or (ii) in such Forward Seller Seller’s commercially reasonable judgment (A) it or an its affiliate thereof is unable, unable after using commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Underwritten Borrowed Shares to be sold by it hereunder to establish its commercially reasonable hedge position, (B) there exists a lack of sufficient liquidity in the shares of Common Stock or it is impracticable to so borrow and deliver for sale using commercially reasonable efforts or (iiiC) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller it or its affiliate would incur a stock loan cost of more than 300 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by itdo so.

Additional Issuance and Sale by the Company. (a) In the event that (i) the Company does not meet all of the Conditions are not satisfied conditions to effectiveness set forth in the applicable Forward Agreement on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the a Forward Sellers Seller elects, pursuant to Section 3(c) hereof 3(a)(ii), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Shares, or (ii) any in the sole judgment of the a Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Shares to be sold by it or (B) it would be impracticable for set forth in Schedule B-2 opposite the name of such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or if, in such Forward Seller’s sole judgment it would incur entail a stock loan cost in excess of more than 300 135 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed Shares that such Forward Seller it does not deliver and sell to the Company, the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(a)(ii) hereof not to deliver and sell to the Underwriters the Borrowed Shares because the Company has failed to be sold by it, meet all of the conditions to effectiveness set forth in the applicable Forward Agreement or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Shares it is required to be sold by it deliver hereunder or (iii) if, in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate Seller’s sole judgment it would incur entail a stock loan cost in excess of more than 300 a rate equal to 135 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.

Additional Issuance and Sale by the Company. (a) In the event that (i) all of the Conditions conditions to effectiveness set forth in Section 3 of the applicable Forward Agreement are not satisfied on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) Date, and any of the a Forward Sellers Seller elects, pursuant to Section 3(c) hereof 3(b), not to deliver its portion of the total number of Borrowed Shares deliverable by such Forward Seller hereunder Underwritten Securities, or (ii) any in the sole judgment of the a Forward Sellers determines in good faith and a commercially reasonable manner that (A) it is unableCounterparty, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such its affiliated Forward Seller is unable to borrow and deliver for sale under this Agreement the total full number of Borrowed Common Shares set forth in Schedule I opposite the name of such affiliated Forward Seller or if, in such Forward Counterparty’s sole judgment, it would incur be impracticable to do so or would entail a stock loan cost in excess of more than 300 60 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock Shares equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Representatives The Underwriter shall have the right to postpone the Closing Date or Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed Shares that such Forward Seller Securities it does not deliver and sell to the Underwriters Underwriter or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(b) hereof not to deliver and sell Securities because all of the conditions to effectiveness set forth in Section 3 of the Underwriters the Borrowed Shares to be sold by it, applicable Forward Agreement have not been satisfied or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Shares Securities it is required to be sold by it or (iii) deliver hereunder or, in the applicable relevant Forward PurchaserCounterparty’s commercially reasonable sole judgment, such Forward Seller it would be impracticable to do so or its affiliate would incur entail a stock loan cost in excess of more than 300 a rate equal to 60 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.

Additional 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 Time (in respect of the Borrowed Underwritten Borrowed SharesSecurities) or any Date of Delivery (in respect of any Borrowed Option SharesSecurities for which an Additional Forward Sale Agreement has been executed) and any of the Forward Sellers Seller elects, pursuant to in accordance with Section 3(c2(e) hereof not to deliver the total number of Borrowed Shares Securities deliverable by such the Forward Seller hereunder or hereunder, (ii) any of the Forward Sellers Seller determines that, in good faith and a connection with establishing its commercially reasonable manner that hedge position, in its sole judgment, the Forward Seller (Aor its affiliate) it (x) is 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 total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total full number of Borrowed Shares Securities to be borrowed and sold pursuant to this Agreement at the Closing Time or it on such Date of Delivery or (y) would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum to borrow and deliver for sale under this Agreement the total do so with respect to all or any portion of such full number of Borrowed Shares to be sold by it Securities, then, in each casecase and upon notice delivered no later than 9:00 A.M., Eastern time, at the Closing Time or Date of Delivery, as applicable, the Company shall issue and sell to the Underwriters on the Closing Date Time or Date of Delivery, as the case may be, pursuant to Section 3 hereof2, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares Securities otherwise deliverable on such date that the applicable 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 Time or Date of Delivery, as the case may be, for a period not exceeding one Business Day 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 13(a11(a): (i) in lieu of any Borrowed Underwritten Borrowed Shares Securities are herein referred to herein collectively as the “Company Top-Up Underwritten SharesSecurities” and (ii) in lieu of any Borrowed Option Shares Securities for which an Additional Forward Sale Agreement has been executed are herein referred to herein collectively as the “Company Top-Up Option SharesSecurities.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares Securities that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date Time or the Date of Delivery, as applicable, and such (ii) the Forward Seller elects, pursuant to in accordance with Section 3(c) hereof 2(e), not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it.

Additional 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 time of purchase (in respect of the Underwritten Borrowed Firm Shares) or any Date additional time of Delivery purchase (in respect of any Borrowed Option SharesAdditional Shares in respect of which an Additional Forward Sale Agreement has been executed) and any of the Forward Sellers elects, pursuant to Section 3(c) 2 hereof not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it is 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 total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 75 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each case, the Company shall issue and sell to the Underwriters on at the Closing Date time of purchase or Date additional time of Deliverypurchase, as the case may be, 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 otherwise deliverable on such date that the applicable 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 time of purchase or Date additional time of Deliverypurchase, as the case may be, for a period not exceeding one Business Day 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 13(a11(a): (i) in lieu of any Underwritten Borrowed Firm Shares are referred to herein as the “Company Top-Up Underwritten Firm Shares” and (ii) in lieu of any Borrowed Option Additional Shares in respect of which an Additional Forward Sale Agreement has been executed are referred to herein as the “Company Top-Up Option Additional Shares.” (b) Neither any of the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date time of purchase or Date additional time of Deliverypurchase, as applicable, and such Forward Seller elects, pursuant to Section 3(c) 2 hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on at the Closing Date time of purchase or Date additional time of Deliverypurchase, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 75 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it.

Additional Issuance and Sale by the Company. (a) In the event that (i) all of the Conditions conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) Date, and any of the Forward Sellers elects, Seller elects pursuant to Section 3(c3(b) hereof not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Firm Securities or (ii) any in the commercially reasonable judgment of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Shares Firm Securities set forth in Schedule I-B to be sold by it or (B) it would be impracticable for the Underwriting Agreement relating to the Offered Securities opposite its name or, in the Forward Seller’s commercially reasonable judgment, borrowing such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it Firm Securities would incur entail a stock loan cost in excess of more than 300 60 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it thenannum, and, in each case, pursuant to Section 3(b) hereof the Forward Seller elects not to deliver all of the Borrowed Firm Securities, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock Securities equal to the number of Borrowed Shares otherwise deliverable on such date Firm Securities that the applicable Forward Seller does not so deliver borrow and sell to deliver. Upon the Underwriters. In connection with occurrence of any such issuance and sale by event described in the Companyimmediately preceding sentence, each of the Company or and the Representatives Managers shall have the right to postpone the Closing Date or Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of In the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares event that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Option Conditions are not satisfied on or prior to the any Option Closing Date or Date of Delivery, as applicableDate, and such the Forward Seller elects, elects pursuant to Section 3(c3(f) hereof not to deliver and sell to all of the Underwriters the applicable Borrowed Shares to be sold by itOptional Securities, or (ii) such Forward Seller or an affiliate thereof is unable, after using in the commercially reasonable effortsjudgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement on all of the Closing Date or Date Borrowed Optional Securities underlying any Optional Forward Agreement or, in the Forward Seller’s commercially reasonable judgment, borrowing such number of DeliveryBorrowed Optional Securities would entail a stock loan cost in excess of 60 basis points per annum and, as applicablein each case, pursuant to Section 3(f) hereof, the Forward Seller elected not to deliver of the applicable Borrowed Optional Securities, the Company shall issue and sell in whole but not in part a number of shares of Common Stock Securities equal to the number of the Borrowed Shares to be sold by it or (iii) Securities specified in the applicable Forward Purchaser’s commercially reasonable judgment, such Exercise Notice that the Forward Seller does not so borrow and deliver. Upon the occurrence of any event described in the immediately preceding sentence, each of the Company and the Managers shall have the right to postpone the relevant Option Closing Date for a period not exceeding one (1) business day in order to effect any required changes in any documents or its affiliate would incur a stock loan cost arrangements. (c) The Forward Seller shall have no liability whatsoever for any Securities that it does not deliver to the Underwriters or any other party if the Forward Seller (i) elects, pursuant to Section 3(b) or 3(f) hereof not to deliver Securities because all of more than 300 basis points per annum the conditions to effectiveness set forth in Section 3 of the Forward Agreement or any of the Option Conditions, as applicable, have not been satisfied or (ii) is unable to borrow and deliver for sale under this Agreement all of the total Securities it is required to deliver hereunder or if, in the Forward Seller’s commercially reasonable judgment, such number of Borrowed Shares Securities would entail a stock loan cost in excess of a rate equal to be sold by it60 basis points per annum.

Additional 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 (in respect of the Borrowed Underwritten Borrowed Shares) or any Option Closing Date of Delivery (in respect of any Borrowed Option Additional Shares) and any of the Forward Sellers elects, elects pursuant to Section 3(c3(d) hereof not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it a Forward Seller (or its affiliate) is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it or hereunder to establish its commercially reasonable hedge position, (B) in a Forward Purchaser’s commercially reasonable judgement there exists a lack of sufficient liquidity in the shares of Common Stock or it would be is impracticable for such Forward Seller to so borrow and deliver for sale under this Agreement the total number of Borrowed Shares using commercially reasonable efforts, or it (C) a Forward Seller (or its affiliate) would incur a stock loan cost of more than 300 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by it do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date or Option Closing Date, as the case may be, the aggregate number of shares of Common Stock that such Forward Seller (or its affiliate) is able to so borrow in connection with establishing its hedge position at or below such cost. The Company shall then issue and sell to the Underwriters on the Closing Date or Date of DeliveryOption Closing Date, as the case may be, 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 otherwise deliverable on such date that the applicable 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 such Option Closing Date of Delivery, as the case may be, for a period not exceeding one Business Day in order three business days 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 13(a): (i) 10(a), in lieu of any Borrowed Underwritten Borrowed Shares Shares, are referred to herein as the “Company Top-Up Underwritten Shares” and (ii) and, in lieu of any Borrowed Option Shares Additional Shares, are referred to herein as the “Company Top-Up Option Additional Shares.” (b) Neither any of the Forward Purchasers nor any None of the Forward Sellers and the Forward Purchasers shall have any liability whatsoever for any Borrowed Shares that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all any of the Conditions are not satisfied on or prior to the Closing Date or such Option Closing Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(d) hereof hereof, not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, it or (ii) such (A) a Forward Seller (or an affiliate thereof its affiliate) is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or hereunder to establish its commercially reasonable hedge position, (iiiB) in the applicable a Forward Purchaser’s commercially reasonable judgmentjudgement there exists a lack of sufficient liquidity in the shares of Common Stock or it is impracticable to so borrow and deliver for sale using commercially reasonable efforts, such or (C) a Forward Seller (or its affiliate affiliate) would incur a stock loan cost of more than 300 200 basis points per annum with respect to borrow and all or any portion of such shares to do so. In each case, such Forward Seller shall only be required to deliver for sale under this Agreement to the total Underwriters on the Closing Date the aggregate number of Borrowed Shares shares of Common Stock that such Forward Seller or its affiliate is able to be sold by itso borrow in connection with establishing its hedge position at or below such cost.

Additional Issuance and Sale by the Company. (a) In the event that (i) the Company does not meet all of the Conditions are not satisfied conditions to effectiveness set forth in the applicable Forward Agreement on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the a Forward Sellers Seller elects, pursuant to Section 3(c) hereof 3(a)(ii), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Shares, or (ii) any in the sole judgment of the a Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Firm Shares to be sold delivered by it or (B) it would be impracticable for the Forward Sellers as set forth in Schedule B-2 opposite the name of such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or if, in such Forward Seller's sole judgment it would incur entail a stock loan cost in excess of more than 300 150 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed of the Firm Shares that such to be delivered by the Forward Seller Sellers as it does not deliver and sell to the Company, the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(a)(ii) hereof not to deliver and sell to the Underwriters the Borrowed Shares because the Company has failed to be sold by it, meet all of the conditions to effectiveness set forth in the applicable Forward Agreement or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Firm Shares to be sold delivered by the Forward Sellers as it is required to deliver hereunder or (iii) if, in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate Seller's sole judgment it would incur entail a stock loan cost in excess of more than 300 a rate equal to 150 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.

Additional Issuance and Sale by the Company. (a) In the event that (i) the Company does not meet all of the Conditions are not satisfied conditions to effectiveness set forth in the applicable Forward Agreement on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the a Forward Sellers Seller elects, pursuant to Section 3(c) hereof 3(a)(ii), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Shares, or (ii) any in the sole judgment of the a Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Firm Shares to be sold delivered by it or (B) it would be impracticable for the Forward Sellers as set forth in Schedule B-2 opposite the name of such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or if, in such Forward Seller's sole judgment it would incur entail a stock loan cost in excess of more than 300 135 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed the Firm Shares that such to be delivered by the Forward Seller Sellers as it does not deliver and sell to the Company, the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(a)(ii) hereof not to deliver and sell to the Underwriters the Borrowed Shares because the Company has failed to be sold by it, meet all of the conditions to effectiveness set forth in the applicable Forward Agreement or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Firm Shares to be sold delivered by the Forward Sellers as it is required to deliver hereunder or (iii) if, in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate Seller's sole judgment it would incur entail a stock loan cost in excess of more than 300 a rate equal to 135 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.

Additional Issuance and Sale by the Company. (a) In the event that (i) all of the Conditions conditions to effectiveness set forth in Section 3 of the applicable Forward Agreement are not satisfied on or prior to the Closing Date (in respect of or the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) Conditions are not satisfied on the Option Closing Date, as the case may be, and any of the a Forward Sellers Seller elects, pursuant to Section 3(c2(b) hereof or 2(c), not to deliver the total number of Borrowed Firm Shares deliverable by such Forward Seller hereunder or the Additional Shares, or (ii) any of in the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it judgment of a Forward Counterparty, its affiliated Forward Seller is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Firm Shares to be sold by it or (B) Additional Shares set forth in Schedule I-B opposite the name of such affiliated Forward Seller or if, in such Forward Counterparty’s commercially reasonable judgment, it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur entail a stock loan cost in excess of more than 300 62.5 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Deliveryan Option Closing Date, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed Shares that such Forward Seller it does not deliver and sell to the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c2(b) hereof or 2(c) not to deliver and sell Shares because all of the conditions to effectiveness set forth in Section 3 of the Underwriters applicable Forward Agreement or the Borrowed Shares to be sold by itOption Conditions, as applicable, have not been satisfied or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Shares it is required to be sold by it deliver hereunder or (iii) if, in the applicable relevant Forward PurchaserCounterparty’s commercially reasonable judgment, such Forward Seller or its affiliate it would incur entail a stock loan cost in excess of more than 300 a rate equal to 62.5 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.

Additional Issuance and Sale by the Company. (a) In the event that (i) the Company does not meet all of the Conditions are not satisfied conditions to effectiveness set forth in the applicable Forward Agreement on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the a Forward Sellers Seller elects, pursuant to Section 3(c) hereof 3(a)(ii), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Shares, or (ii) any in the sole judgment of the a Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Firm Shares to be sold delivered by it or (B) it would be impracticable for the Forward Sellers as set forth in Schedule B-2 opposite the name of such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or if, in such Forward Seller’s sole judgment it would incur entail a stock loan cost in excess of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed of the Firm Shares that such to be delivered by the Forward Seller Sellers as it does not deliver and sell to the Company, the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(a)(ii) hereof not to deliver and sell to the Underwriters the Borrowed Shares because the Company has failed to be sold by it, meet all of the conditions to effectiveness set forth in the applicable Forward Agreement or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Firm Shares to be sold delivered by the Forward Sellers as it is required to deliver hereunder or (iii) if, in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate Seller’s sole judgment it would incur entail a stock loan cost in excess of more than 300 a rate equal to basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.]

Additional Issuance and Sale by the Company. (a) In the event that (i) all the Conditions are not satisfied on or prior to the First Closing Date Time (in respect of the Underwritten Borrowed Shares) or any Option Closing Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers Seller elects, pursuant to Section 3(c3(d) hereof not to deliver the total number of Borrowed Shares deliverable by such the Forward Seller hereunder or (ii) any of the Forward Sellers Seller determines in good faith and a commercially reasonable manner that (A) it is unable, after using in connection with establishing its commercially reasonable efforts, hedge position the Forward Seller (or its affiliate) is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it hereunder, or (B) it is impracticable to do so using commercially reasonable efforts, or (C) it (or its affiliate) would incur a stock loan fee of more than 200 basis points per annum to do so with respect to all or any portion of such shares to do so, then, in each case, the Company shall issue and sell to the Underwriters on the First Closing Date or Date of DeliveryOption Closing Date, as the case may be, 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 otherwise deliverable on such date that the applicable 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 First Closing Date or Date of DeliveryOption Closing Date, as the case may be, for a period not exceeding one Business Day 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 13(a12(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the First Closing Date or Date of Deliverythe Option Closing Date, as applicable, and such the Forward Seller elects, pursuant to Section 3(c3(d) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such it or the Forward Seller or an affiliate thereof is unable, after using determines that (A) in connection with establishing its commercially reasonable efforts, hedge position the Forward Seller (or its affiliate) is unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it hereunder, or (iiiB) in the applicable Forward Purchaser’s it is impracticable to do so using commercially reasonable judgmentefforts, such Forward Seller or (C) it (or its affiliate affiliate) would incur a stock loan cost fee of more than 300 200 basis points per annum to borrow and deliver for sale under this Agreement the total number do so with respect to all or any portion of Borrowed Shares such shares to be sold by itdo so.

Additional 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 (in respect of the Borrowed Underwritten Borrowed Shares) or any Option Closing Date of Delivery (in respect of any Borrowed Option Additional Shares) and any of the Forward Sellers Seller elects, pursuant to Section 3(c3(d) hereof not to deliver the total number of Borrowed Shares deliverable by such the Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it the Forward Seller (or its affiliate) is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it or hereunder to establish its commercially reasonable hedge position, (B) in the Forward Purchaser’s commercially reasonable judgement there exists a lack of sufficient liquidity in the shares of Common Stock or it would be is impracticable for such Forward Seller to so borrow and deliver for sale under this Agreement using commercially reasonable efforts, or (C) the total number of Borrowed Shares Forward Seller (or it its affiliate) would incur a stock loan cost of more than 300 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by it do so, then, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date or Option Closing Date, as the case may be, the aggregate number of shares of Common Stock that the Forward Seller (or its affiliate) is able to so borrow in connection with establishing its hedge position at or below such cost. The Company shall then issue and sell to the Underwriters on the Closing Date or Date of DeliveryOption Closing Date, as the case may be, 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 otherwise deliverable on such date that the applicable 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 such Option Closing Date of Delivery, as the case may be, for a period not exceeding one Business Day in order three business days 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 13(a): (i) 10(a), in lieu of any Borrowed Underwritten Borrowed Shares Shares, are referred to herein as the “Company Top-Up Underwritten Shares” and (ii) and, in lieu of any Borrowed Option Shares Additional Shares, are referred to herein as the “Company Top-Up Option Additional Shares.” (b) Neither any of the Forward Purchasers Seller nor any of the Forward Sellers Purchaser shall have any liability whatsoever for any Borrowed Shares that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all any of the Conditions are not satisfied on or prior to the Closing Date or such Option Closing Date of Delivery, as applicable, and such the Forward Seller elects, pursuant to Section 3(c3(d) hereof hereof, not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, it or (iiii)(A) such the Forward Seller (or an affiliate thereof its affiliate) is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or hereunder to establish its commercially reasonable hedge position, (iiiB) in the applicable Forward Purchaser’s commercially reasonable judgmentjudgement there exists a lack of sufficient liquidity in the shares of Common Stock or it is impracticable to so borrow and deliver for sale using commercially reasonable efforts, such or (C) the Forward Seller (or its affiliate affiliate) would incur a stock loan cost of more than 300 200 basis points per annum with respect to borrow and all or any portion of such shares to do so, then, in each case, the Forward Seller shall only be required to deliver for sale under this Agreement to the total Underwriters on the Closing Date the aggregate number of Borrowed Shares shares of Common Stock that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost. In each case, the Forward Seller shall only be sold by itrequired to deliver for sale to the Underwriters on the Closing Date the aggregate number of shares of Common Stock that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost.

Additional Issuance and Sale by the Company. (a) In the event that (i) all of the Conditions conditions to effectiveness set forth in Section 3 of a Forward Agreement are not satisfied on or prior to the Closing Date (in respect of Date, and the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the relevant Forward Sellers elects, Seller elects pursuant to Section 3(c3(b) hereof not to deliver the total number of Borrowed Shares Firm Securities deliverable by such Forward Seller hereunder under this Agreement or (ii) any of in the Forward Sellers determines in good faith and a commercially reasonable manner that (A) judgment of a Forward Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Shares Firm Securities set forth in Schedule I-B to be sold by it or (B) it would be impracticable for the Underwriting Agreement relating to the Offered Securities opposite its name or, in such Forward Seller to borrow and deliver for sale under this Agreement the total Seller’s commercially reasonable judgment, borrowing such number of Borrowed Shares or it Firm Securities would incur entail a stock loan cost in excess of more than 300 60 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it thenannum, and, in each case, pursuant to Section 3(b) hereof such Forward Seller elects not to deliver all of the Borrowed Firm Securities deliverable by such Forward Seller under this Agreement, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock Securities equal to the number of Borrowed Shares otherwise deliverable on Firm Securities that such date that the applicable Forward Seller does not so deliver borrow and sell to deliver. Upon the Underwriters. In connection with occurrence of any such issuance and sale by event described in the Companyimmediately preceding sentence, each of the Company or and the Representatives Managers shall have the right to postpone the Closing Date or Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of In the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares event that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Option Conditions are not satisfied on or prior to the any Option Closing Date or Date of Delivery, as applicableDate, and such a Forward Seller elects, elects pursuant to Section 3(c3(f) hereof not to deliver and sell to all of the Underwriters the applicable Borrowed Shares to be sold Optional Securities deliverable by itsuch Forward Seller under this Agreement, or (ii) such Forward Seller or an affiliate thereof is unable, after using in the commercially reasonable effortsjudgment of a Forward Seller, it is unable to borrow and deliver for sale under this Agreement on all of the Closing Date or Date Borrowed Optional Securities underlying any Optional Forward Agreement or, in such Forward Seller’s commercially reasonable judgment, borrowing such number of DeliveryBorrowed Optional Securities would entail a stock loan cost in excess of 60 basis points per annum and, as applicablein each case, pursuant to Section 3(f) hereof, such Forward Seller elected not to deliver all of the applicable Borrowed Optional Securities deliverable by such Forward Seller under this Agreement, the Company shall issue and sell in whole but not in part a number of shares of Common Stock Securities equal to the number of the Borrowed Shares to be sold by it or (iii) Securities specified in the applicable Forward Purchaser’s commercially reasonable judgment, Exercise Notice that such Forward Seller does not so borrow and deliver. Upon the occurrence of any event described in the immediately preceding sentence, each of the Company and the Managers shall have the right to postpone the relevant Option Closing Date for a period not exceeding one (1) business day in order to effect any required changes in any documents or its affiliate would incur a stock loan cost arrangements. (c) A Forward Seller shall have no liability whatsoever for any Securities that it does not deliver to the Underwriters or any other party if such Forward Seller (i) elects, pursuant to Section 3(b) or 3(f) hereof not to deliver Securities because all of more than 300 basis points per annum the conditions to effectiveness set forth in Section 3 of the applicable Forward Agreement or any of the Option Conditions, as applicable, have not been satisfied or (ii) is unable to borrow and deliver for sale under this Agreement all of the total Securities it is required to deliver hereunder or if, in such Forward Seller’s commercially reasonable judgment, such number of Borrowed Shares Securities would entail a stock loan cost in excess of a rate equal to be sold by it60 basis points per annum.

Additional 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 Time (in respect of the Borrowed Underwritten Borrowed SharesSecurities) or any Date of Delivery (in respect of any Borrowed Option SharesSecurities for which an Additional Forward Sale Agreement has been executed) and any of the Forward Sellers Seller elects, pursuant to in accordance with Section 3(c2(e) hereof not to deliver the total number of Borrowed Shares Securities deliverable by such the Forward Seller hereunder or hereunder, (ii) any of the Forward Sellers Seller determines that, in good faith and a connection with establishing its commercially reasonable manner that hedge position, in its sole judgment, the Forward Seller (Aor its affiliate) it (x) is 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 total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total full number of Borrowed Shares Securities to be borrowed and sold pursuant to this Agreement at the Closing Time or it on such Date of Delivery or (y) would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum to borrow and deliver for sale under this Agreement the total do so with respect to all or any portion of such full number of Borrowed Shares to be sold by it Securities, then, in each casecase and upon notice delivered no later than 9:00 A.M., Eastern time, at the Closing Time or Date of Delivery, as applicable, the Company shall issue and sell to the Underwriters on the Closing Date Time or Date of Delivery, as the case may be, pursuant to Section 3 hereof2, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares Securities otherwise deliverable on such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day 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 13(a11(a): (i) in lieu of any Borrowed Underwritten Borrowed Shares Securities are herein referred to herein collectively as the “Company Top-Up Underwritten SharesSecurities” and (ii) in lieu of any Borrowed Option Shares Securities for which an Additional Forward Sale Agreement has been executed are herein referred to herein collectively as the “Company Top-Up Option SharesSecurities.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares Securities that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date Time or the Date of Delivery, as applicable, and such (ii) the Forward Seller elects, pursuant to in accordance with Section 3(c) hereof 2(e), not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it.

Additional 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 Time (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers Seller elects, pursuant to Section 3(c3(b) hereof hereof, not to deliver the total number of Borrowed Shares deliverable by such the Forward Seller hereunder or (ii) any of the Forward Sellers Seller determines that in good faith and a commercially reasonable manner that connection with establishing its hedge position (A) it (or its affiliate) is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it hereunder, (B) it is impracticable to borrow and deliver such number of shares of Common Stock, or (C) it (or its affiliate) would incur a stock loan fee of more than 300 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date Time or Date of Delivery, as the case may be, 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 otherwise deliverable on such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day 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 13(a12(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date Time or Date of Delivery, as applicable, and such the Forward Seller elects, pursuant to Section 3(c3(b) hereof hereof, not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such the Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date Time or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan fee cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it.

Additional Issuance and Sale by the Company. (a) In the event that (i) the Company does not meet all of the Conditions are not satisfied conditions to effectiveness set forth in the applicable Forward Agreement on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the a Forward Sellers Seller elects, pursuant to Section 3(c) hereof 3(a)(ii), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Shares, or (ii) any in the sole judgment of the a Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Shares to be sold by it or (B) it would be impracticable for set forth in Schedule B-2 opposite the name of such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or if, in such Forward Seller's sole judgment it would incur entail a stock loan cost in excess of more than 300 135 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed Shares that such Forward Seller it does not deliver and sell to the Company, the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(a)(ii) hereof not to deliver and sell to the Underwriters the Borrowed Shares because the Company has failed to be sold by it, meet all of the conditions to effectiveness set forth in the applicable Forward Agreement or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Shares it is required to be sold by it deliver hereunder or (iii) if, in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate Seller's sole judgment it would incur entail a stock loan cost in excess of more than 300 a rate equal to 135 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.

Additional Issuance and Sale by the Company. (a) In the event that (i) all of the Conditions conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) Date, and any of the Forward Sellers Seller elects, pursuant to Section 3(c3(b) hereof not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Firm Securities, or (ii) any in the commercially reasonable judgment of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Shares Firm Securities set forth in Schedule I-B to be sold by it the Underwriting Agreement relating to the Offered Securities opposite its name or (B) it would be impracticable for if, in the Forward Seller’s commercially reasonable judgment, borrowing such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it Firm Securities would incur entail a stock loan cost in excess of more than 300 60 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock Securities equal to the number of Borrowed Shares otherwise deliverable on such date Firm Securities that the applicable Forward Seller does not so deliver borrow and sell to deliver. Upon the Underwriters. In connection with occurrence of any such issuance and sale by event described in the Companyimmediately preceding sentence, the Company or the Representatives Manager shall have the right to postpone the Closing Date or Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of In the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares event that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Option Conditions are not satisfied on or prior to the any Option Closing Date or Date of Delivery, as applicableDate, and such the Forward Seller elects, pursuant to Section 3(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by itOptional Securities, or (ii) such Forward Seller or an affiliate thereof is unable, after using in the commercially reasonable effortsjudgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement on all of the Closing Date Borrowed Optional Securities or Date if, in the Forward Seller’s commercially reasonable judgment, borrowing such number of DeliveryBorrowed Optional Securities would entail a stock loan cost in excess of 60 basis points per annum, as applicable, the Company shall issue and sell in whole but not in part a number of shares of Common Stock Borrowed Optional Securities equal to the number of Securities that the Borrowed Shares Forward Seller does not so borrow and deliver. Upon the occurrence of any event described in the immediately preceding sentence, the Manager shall have the right to be sold by postpone the relevant Option Closing Date for a period not exceeding one (1) business day in order to effect any required changes in any documents or arrangements. (c) The Forward Seller shall have no liability whatsoever for any Securities that it does not deliver to the Underwriters or any other party if the Forward Seller (i) elects, pursuant to Section 3(b) or 3(c) hereof not to deliver Securities because all of the conditions to effectiveness set forth in Section 3 of the Forward Agreement or the Option Conditions, as applicable, have not been satisfied or (iiiii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum is unable to borrow and deliver for sale under this Agreement all of the total Securities it is required to deliver hereunder or if, in the Forward Seller’s commercially reasonable judgment, such number of Borrowed Shares Securities would entail a stock loan cost in excess of a rate equal to be sold by it60 basis points per annum.

Additional 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 (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers Seller elects, pursuant to Section 3(c) hereof not to deliver the total number of Borrowed Shares deliverable by such the Forward Seller hereunder or (ii) any of the Forward Sellers Seller determines in good faith and a commercially reasonable manner that (A) it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such the Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, 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 otherwise deliverable on such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day 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 13(a12(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such the Forward Seller elects, pursuant to Section 3(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, , (ii) such the Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it.

Additional 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 (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers elects, pursuant to Section 3(c) hereof not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it is 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 total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may beDate, 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 otherwise deliverable on such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it.

Additional Issuance and Sale by the Company. (a) In the event that (i) all the Conditions are not satisfied on or prior to the any Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers Seller elects, pursuant to Section 3(c4(c) hereof not to deliver and sell to the total number Underwriters their respective portion of the Borrowed Shares Securities otherwise deliverable by such the Forward Seller hereunder or Seller, (ii) any of in the Forward Sellers determines in Purchaser’s good faith and a commercially reasonable manner that (A) it is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to judgment the total number of the Borrowed Shares to be sold by it or (B) it would be impracticable for such Forward Seller is unable to borrow and deliver for sale under this Agreement the total full number of Borrowed Shares Securities to be borrowed and sold pursuant to this Agreement on the applicable Closing Date or (iii) in the Forward Purchaser’s good faith and commercially reasonable judgment either it is impracticable to do so or the Forward Seller would incur a stock loan cost of more than 300 a rate equal to 25 basis points per annum to borrow and deliver for sale under this Agreement the total do so with respect to all or any portion of such full number of Borrowed Shares to be sold by it Securities, then, in each casecase and upon notice delivered no later than 9:00 A.M. New York time, on such Closing Date, the Company shall issue and sell to the several Underwriters on the such Closing Date or Date of Delivery, as the case may beDate, pursuant to Section 3 4(c) hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the difference between the number of Borrowed Shares Securities otherwise deliverable on such date that and the applicable Actual Sold Forward Seller does not so deliver and sell to the UnderwritersAmount. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the relevant Closing Date or Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a10(a): (i) in lieu of any Borrowed Underwritten Borrowed Shares Securities are herein referred to herein collectively as the “Company Top-Up Underwritten SharesSecurities” and (ii) in lieu of any Borrowed Option Shares Optional Securities for which an Additional Forward Sale Agreement has been executed are herein referred to herein collectively as the “Company Top-Up Option SharesOptional Securities.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares Securities that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the applicable Closing Date or Date of Delivery, as applicable, and such (ii) the Forward Seller elects, pursuant to Section 3(c4(c) hereof hereof, not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it or (iii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares Securities to be sold by it.

Additional Issuance and Sale by the Company. (a) In the event that (i) all of the Conditions conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the First Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) Date, and any of the Forward Sellers Seller elects, pursuant to Section 3(c3(b) hereof not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Firm Securities, or (ii) any in the commercially reasonable judgment of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Shares to be sold by it Firm Securities set forth in Schedule I-B opposite its name or (B) it if, in the Forward Seller’s commercially reasonable judgment, borrowing such Borrowed Firm Securities would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it would incur entail a stock loan cost in excess of more than 300 100 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock Securities equal to the number of Borrowed Shares otherwise deliverable on such date Securities that the applicable Forward Seller does not so deliver borrow and sell to deliver. Upon the Underwriters. In connection with occurrence of any such issuance and sale by event described in the Companyimmediately preceding sentence, the Company or the Representatives Representative shall have the right to postpone the First Closing Date or Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of In the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares event that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Options Conditions are not satisfied on or prior to the any Option Closing Date or Date of Delivery, as applicableDate, and such the Forward Seller elects, pursuant to Section 3(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by itOptional Securities, or (ii) such Forward Seller or an affiliate thereof is unable, after using in the commercially reasonable effortsjudgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement on all of the Closing Date Borrowed Optional Securities or Date if, in the Forward Seller’s commercially reasonable judgment, borrowing such Borrowed Optional Securities would entail a stock loan cost in excess of Delivery100 basis points per annum, as applicable, the Company shall issue and sell in whole but not in part a number of shares of Common Stock Securities equal to the number of Securities that the Borrowed Shares Forward Seller does not so borrow and deliver. Upon the occurrence of any event described in the immediately preceding sentence, the Representative shall have the right to be sold by postpone the relevant Option Closing Date for a period not exceeding one (1) business day in order to effect any required changes in any documents or arrangements. (c) The Forward Seller shall have no liability whatsoever for any Securities that it does not deliver to the Underwriters or any other party if the Forward Seller (i) elects, pursuant to Section 3(b) or 3(c) not to deliver Securities because all of the conditions to effectiveness set forth in Section 3 of the Forward Agreement or the Option Conditions, as applicable, have not been satisfied or (iiiii) in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum is unable to borrow and deliver for sale under this Agreement all of the total number Securities it is required to deliver hereunder or if, in the Forward Seller’s commercially reasonable judgment, it would entail a stock loan cost in excess of Borrowed Shares a rate equal to be sold by it100 basis points per annum.

Additional 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 (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (or, in respect of any Borrowed Option Shares) Additional Forward Sale Agreement entered into pursuant to Section 2(a)(ii)(A), all the Additional Conditions are not satisfied on any relevant Date of Delivery, as the case may be, and any of the Forward Sellers Seller elects, pursuant to Section 3(c2(b) hereof or Section 2(c) hereof, as the case may be, not to deliver the total number of Borrowed Underwritten Shares or Borrowed Option Shares, as applicable, deliverable by such the Forward Seller hereunder or hereunder, (ii) any of the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it Seller or an affiliate thereof is 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 total number of the Borrowed Underwritten Shares to be sold by it or Borrowed Option Shares, as applicable, or (Biii) it would be impracticable for such in the Forward Purchaser’s sole judgment, the Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or it its affiliate would incur a stock loan cost of more than 300 25 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Underwritten Shares to be sold by it or Borrowed Option Shares, as applicable, then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date or the relevant Date of Delivery, as the case may be, 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 Underwritten Shares otherwise deliverable on such date or Borrowed Option Shares, as the case may be, that the applicable 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 relevant Date of Delivery, as the case may be, for a period not exceeding one Business Day 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 13(a): (i15(a) in lieu of any Borrowed Underwritten Borrowed Shares are referred to herein as the “Company Top-Up Underwritten Shares,” and (iithe shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 15(a) in lieu of any Borrowed Option Shares are referred to herein as the “Company Top-Up Option Shares.” (b) Neither any of the Forward Purchasers Purchaser nor any of the Forward Sellers Seller shall have any liability whatsoever for any Borrowed Shares that such the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date Date, in the case of Borrowed Underwritten Shares, or all of the Additional Conditions are not satisfied on or prior to the relevant Date of Delivery, as applicablein the case of Borrowed Option Shares, and such the Forward Seller elects, pursuant to Section 3(c2(b) hereof or Section 2(c) hereof, as the case may be, not to deliver and sell to the Underwriters the Borrowed Underwritten Shares to be sold by itor the Borrowed Option Shares, as applicable, (ii) such the Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement on the Closing Date or any Date of Delivery, as applicablethe case may be, a number of shares of Common Stock equal to the number of the Borrowed Underwritten Shares to be sold by it or Borrowed Option Shares, as applicable, or (iii) in the applicable Forward Purchaser’s commercially reasonable sole judgment, such the Forward Seller or its affiliate would incur a stock loan cost of more than 300 25 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Underwritten Shares to be sold by itor Borrowed Option Shares, as applicable.

Additional 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 (in respect of the Borrowed Underwritten Borrowed Shares) or any Option Closing Date of Delivery (in respect of any Borrowed Option Additional Shares) and any of the Forward Sellers elects, pursuant to Section 3(c) hereof ), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder or (ii) any of the Forward Sellers Purchasers determines in good faith and a commercially reasonable manner that (A) it or its affiliate is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number of the Borrowed Shares to be sold by it hereunder in connection with establishing a commercially reasonable hedge position, or (B) in its commercially reasonable judgment either it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares do so or it or its affiliate would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by it do so, then, in each case, the Company shall issue and sell to the Underwriters on the Closing Date or Date of DeliveryOption Closing Date, as the case may be, pursuant to Section 3 hereof3, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on such date that the applicable 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 Date of DeliveryOption Closing Date, as the case may be, for a period not exceeding one Business Day 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 13(a12(a): (i) in lieu of any Borrowed Underwritten Borrowed Shares are referred to herein as the “Company Top-Up Underwritten Shares” and (ii) in lieu of any Borrowed Option Additional Shares are referred to herein as the “Company Top-Up Option Additional Shares.” (b) Neither any None of the Forward Purchasers nor any of and the Forward Sellers shall have any liability whatsoever for any Borrowed Shares that such the applicable Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of DeliveryOption Closing Date, as applicable, and such Forward Seller elects, pursuant to Section 3(c) hereof ), not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an its affiliate thereof is unable, after using unable through commercially reasonable efforts, efforts to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number of the Borrowed Shares to be sold by it hereunder in connection with establishing a commercially reasonable hedge position, or (iii) in the applicable related Forward Purchaser’s commercially reasonable judgment, such Forward Seller judgment either it would be impracticable to do so or it or its affiliate would incur a stock loan cost of more than 300 a rate equal to 200 basis points per annum with respect to borrow and deliver for sale under this Agreement the total number all or any portion of Borrowed Shares such shares to be sold by itdo so.

Additional Issuance and Sale by the Company. (a) In the event that (i) the Company does not meet all of the Conditions are not satisfied conditions to effectiveness set forth in the applicable Forward Agreement on or prior to the Closing Date (in respect of the Underwritten Borrowed Shares) or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the a Forward Sellers Seller elects, pursuant to Section 3(c) hereof 3(a)(ii), not to deliver the total number of Borrowed Shares deliverable by such Forward Seller hereunder Shares, or (ii) any in the sole judgment of the a Forward Sellers determines in good faith and a commercially reasonable manner that (A) Seller, it is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the total number all of the Borrowed Shares to be sold by it or (B) it would be impracticable for set forth in Schedule B-2 opposite the name of such Forward Seller to borrow and deliver for sale under this Agreement the total number of Borrowed Shares or if, in such Forward Seller’s sole judgment it would incur entail a stock loan cost in excess of more than 300 150 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each caseannum, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Shares otherwise deliverable on shares that such date that the applicable 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 Date of Delivery, as the case may be, for a period not exceeding one Business Day (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed Shares that such Forward Seller it does not deliver and sell to the Company, the Underwriters or any other party if such Forward Seller (i) all of the Conditions are not satisfied on or prior to the Closing Date or Date of Delivery, as applicable, and such Forward Seller elects, pursuant to Section 3(c3(a)(ii) hereof not to deliver and sell to the Underwriters the Borrowed Shares because the Company has failed to be sold by it, meet all of the conditions to effectiveness set forth in the applicable Forward Agreement or (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale under this Agreement on the Closing Date or Date of Delivery, as applicable, a number of shares of Common Stock equal to the number all of the Borrowed Shares it is required to be sold by it deliver hereunder or (iii) if, in the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate Seller’s sole judgment it would incur entail a stock loan cost in excess of more than 300 a rate equal to 150 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itannum.

Additional Issuance and Sale by the Company. (a) In the event that a Forward Seller does not to deliver for sale the number of Common Shares set forth in Schedule II-B opposite the name of such Forward Seller (i) all under the Conditions are not satisfied column captioned “Number of Initial Underwritten Securities To Be Sold” on or prior to the Closing Date or (in respect ii) if applicable, under the column captioned “Number of the Option Underwritten Borrowed Shares) Securities To Be Sold” (or any Date of Delivery (in respect of any Borrowed Option Shares) and any of the Forward Sellers elects, pursuant to Section 3(c) hereof not to deliver the total such proportionately reduced number of Borrowed Shares deliverable Option Underwritten Securities to be borrowed and delivered for sale by such Forward Seller hereunder or (ii) any of based upon the Forward Sellers determines in good faith and a commercially reasonable manner that (A) it is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares Option Underwritten Securities as to which the option described in Section 3(a)(ii) hereof is being exercised on such Date of Common Stock equal to Delivery) under the total number column captioned “Number of the Borrowed Shares Option Underwritten Securities to be sold by it or (B) it would be impracticable for such Forward Seller to borrow and deliver for sale under this Agreement Sold,” as the total number of Borrowed Shares or it would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by it then, in each casecase may be, the Company shall issue and sell to the Underwriters on the Closing Date or Date of Delivery, as the case may be, pursuant to Section 3 hereof, in whole but not in part, an aggregate part a number of shares of Common Stock Shares equal to the number of Borrowed Shares otherwise deliverable on that such date that the applicable 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 relevant Date of Delivery, as the case may be, Delivery for a period not exceeding one (1) 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 13(a): (i) in lieu of any Underwritten Borrowed 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.” (b) Neither any of the A Forward Purchasers nor any of the Forward Sellers Seller shall have any no liability whatsoever for any Borrowed Shares that such Forward Seller Securities it does not deliver and sell to the Underwriters or any other party if (i) the applicable Forward Agreement does not become effective because all of the Conditions are conditions to effectiveness set forth in Section 10(a) of the applicable Forward Agreement have not been satisfied on or prior if the applicable Forward Agreement becomes effective but, pursuant to the Section 10(a) thereof, relates to a Number of Shares (as defined therein) as of such Closing Date or an increase in the Number of Shares (as defined therein) in respect of such Date of Delivery, as applicablethe case may be, and that is less than the number of Common Shares set forth in Schedule II-B opposite the name of such Forward Seller elects, pursuant to Section 3(c(i) hereof not to deliver and sell to under the Underwriters the Borrowed Shares to be sold by it, (ii) such Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement column captioned “Number of Initial Underwritten Securities To Be Sold” on the Closing Date or (ii) if applicable, under the column captioned “Number of Option Underwritten Securities To Be Sold” (or such proportionately reduced number of Option Underwritten Securities to be borrowed and delivered for sale by such Forward Seller based upon the number of Option Underwritten Securities as to which the option described in Section 3(a)(ii) hereof is being exercised with respect to such Date of Delivery, as applicable, a number ) under the column captioned “Number of shares of Common Stock equal to the number of the Borrowed Shares Option Underwritten Securities to be sold by it or (iii) in Sold,” as the applicable Forward Purchaser’s commercially reasonable judgment, such Forward Seller or its affiliate would incur a stock loan cost of more than 300 basis points per annum to borrow and deliver for sale under this Agreement the total number of Borrowed Shares to be sold by itcase may be.