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 and (ii) any of the Forward Sellers elects, pursuant to Section 3(b), not to deliver the total number of Borrowed Securities deliverable by such Forward Seller hereunder then the Company shall issue and sell to the Underwriters on the Closing Date, pursuant to Section 3, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Securities otherwise deliverable on such date that 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 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), in lieu of any Borrowed Securities, are referred to herein as the “Company Top-Up Securities.”

Additional Issuance and Sale by the Company. (a)In In the event that (i) all a Forward Seller does not borrow and deliver in accordance with Section 4 hereof the Conditions are not satisfied on or prior to number of Shares set forth in Schedule I-B opposite the Closing Date and (ii) any name of such Forward Seller under the Forward Sellers elects, column captioned “Number of Underwritten Securities To Be Sold” pursuant to Section 3(b)6(b)(ii) of the applicable Forward Agreement, not to deliver the total number of Borrowed Securities deliverable by such Forward Seller hereunder then the Company shall issue and sell to the Underwriters on the Closing Date, pursuant to Section 3, in whole but not in part, an aggregate part a number of shares of Common Stock Shares equal to the number of Borrowed Securities otherwise deliverable on such date Shares that such Forward Seller does not deliver. In such event, the aggregate number of Shares that such Forward Seller does so deliver and sell for sale shall be the “Underwritten Securities” with respect to the Underwriterssuch Forward Seller. 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 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 A Forward Seller shall have no liability whatsoever for any Securities it does not deliver to the Underwriters pursuant or any other party if the applicable Forward Agreement does not become effective because all of the conditions to this effectiveness set forth in Section 13(a), in lieu 3(a) of any Borrowed Securities, are referred to herein as the “Company Top-Up Securitiesapplicable Forward Agreement have not been satisfied.”

Additional Issuance and Sale by the Company. (a)In 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 or, in respect of any Additional Forward Agreement entered into pursuant to Section 3(a)(ii)(A), all the Option Conditions are not satisfied on the Option Closing Date, as the case may be, and (ii) any of the a Forward Sellers Seller elects, pursuant to Section 3(b) or Section 3(c), not to deliver the total number Firm Shares or the Additional Shares, as applicable, or (ii) in the commercially reasonable judgment of Borrowed Securities a Forward Counterparty, its affiliated Forward Seller is unable to borrow and deliver for sale under this Agreement all of the Firm Shares or Additional Shares deliverable by such Forward Seller hereunder then or if, in the Forward Counterparty’s commercially reasonable judgment, its affiliated Forward Seller would entail a stock loan cost in excess of a rate equal to 200 basis points per annum to borrow all of the Firm Shares and Additional Shares deliverable by such Forward Seller hereunder, the Company shall issue and sell to the Underwriters on the Closing Date, pursuant to Section 3, in whole but not in part, an aggregate part a number of shares of Common Stock equal to the number of Borrowed Securities otherwise deliverable on such date shares that such 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 Option Closing Date, as the case may be, 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), in lieu of any Borrowed Securities, are referred to herein as the “Company Top-Up Securities.”

Additional Issuance and Sale by the Company. (a)In In the event that (i) all the Conditions are not satisfied on or prior to the Closing Date or a Forward Purchaser determines that (A) it or its affiliate is unable through commercially reasonable efforts to borrow and (ii) any deliver a number of shares of Common Stock equal to the Forward Sellers elects, pursuant to Section 3(b), not to deliver the total number of Borrowed Securities deliverable Shares to be sold by such the affiliated Forward Seller hereunder in connection with establishing a commercially reasonable hedge position or (B) in its commercially reasonable judgment either it is impracticable to do so or it or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so, then then the Company shall issue and sell to the Underwriters on the Closing Date, pursuant to Section 3, in whole but not in part, Date an aggregate number of shares of Common Stock equal to the number of Borrowed Securities otherwise deliverable on such date Shares that such the Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Date for a period not exceeding 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), 12 in lieu of any Borrowed Securities, Shares are referred to herein as the “Company Top-Up SecuritiesShares.”

Additional Issuance and Sale by the Company. (a)In a) In the event that (i) all the Conditions are not satisfied on or prior to the Closing Date and (ii) any of the Forward Sellers elects, pursuant to Section 3(b), not to deliver the total number of Borrowed Securities deliverable by such Forward Seller hereunder then the Company shall issue and sell to the Underwriters on the Closing Date, pursuant to Section 3, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Securities otherwise deliverable on such date that 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 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), in lieu of any Borrowed Securities, are referred to herein as the “Company Top-Up Securities.”