Common use of Issuance and Sale Clause in Contracts

Issuance and Sale. (a) Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein and provided that the Company provides Xxxxxxx Xxxxx with any due diligence materials and information reasonably requested by Xxxxxxx Xxxxx necessary for Xxxxxxx Xxxxx to satisfy its due diligence obligations, on any Exchange Business Day(s) (as defined below) selected by the Company, (A) with respect to purchases by Xxxxxxx Xxxxx as principal, the Company and Xxxxxxx Xxxxx shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be purchased by Xxxxxxx Xxxxx and the manner in which and the other terms upon which such sale is to occur (each such transaction being referred to as a “Principal Transaction”), and (B) with respect to sales by Xxxxxxx Xxxxx as agent, the Company and Xxxxxxx Xxxxx shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be placed by Xxxxxxx Xxxxx and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). References herein to a “Transaction” shall mean a Principal Transaction or an Agency Transaction, as the context may require. As used in this Agreement, (i) the “Term” shall be the period commencing on the date hereof and ending on the earliest of (x) September 4, 2015, (y) the date on which the Maximum Number of Shares have been issued and sold pursuant to this Agreement, and (z) the termination of this Agreement pursuant to Sections 9 or 10 below (the “Termination Date”), (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange (as defined below) other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) “Exchange” means the New York Stock Exchange (“NYSE”).

Issuance and Sale. (a) Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein and provided that the Company Partnership provides Xxxxxxx Xxxxx KCA with any due diligence materials and information reasonably requested by Xxxxxxx Xxxxx KCA necessary for Xxxxxxx Xxxxx KCA to satisfy its due diligence obligations, on any Exchange Business Day(s) Day (as defined below) selected by the Company, (A) with respect to purchases by Xxxxxxx Xxxxx as principalPartnership, the Company Partnership and Xxxxxxx Xxxxx KCA shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be purchased by Xxxxxxx Xxxxx and the manner in which and the other terms upon which such sale is to occur (each such transaction being referred to as a “Principal Transaction”), and (B) with respect to sales by Xxxxxxx Xxxxx as agent, the Company and Xxxxxxx Xxxxx shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares Units to be placed by Xxxxxxx Xxxxx KCA as agent for the Partnership and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an a “Agency Transaction”). References herein to a “Transaction” shall mean a Principal Transaction or an Agency Transaction, as the context may require. As used in this Agreement, (i) the “Term” shall be the period commencing on the date hereof and ending on the earliest of (x) September 4August 25, 20152011, (y) the date on which the Maximum Number of Shares Units have been issued and sold pursuant to this Agreement, and (z) the termination of this Agreement pursuant to Sections 9 or 10 below hereof (the “Termination Date”), (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange (as defined below) other than a day on which trading on the Exchange (as defined below) is scheduled to close prior to its regular weekday closing time, and (iii) “Exchange” means the New York Stock Exchange NASDAQ Global Select Market, and (iv) “NYSE”)Time of Purchase” means, with respect to each offering of Units, the time after the Time of Acceptance (as defined in Section 4 hereof) as to such Units and immediately prior to KCA’s initial entry into contracts with investors for the sale of such Units.

Issuance and Sale. (a) Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein and provided that the Company provides Xxxxxxx Xxxxx Rxxxxxx Jxxxx with any due diligence materials and information reasonably requested by Xxxxxxx Xxxxx Rxxxxxx Jxxxx necessary for Xxxxxxx Xxxxx Rxxxxxx Jxxxx to satisfy its due diligence obligations, on any Exchange Business Day(s) (as defined below) selected by the Company, (A) with respect to purchases by Xxxxxxx Xxxxx Rxxxxxx Jxxxx as principal, the Company and Xxxxxxx Xxxxx Rxxxxxx Jxxxx shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be purchased by Xxxxxxx Xxxxx Rxxxxxx Jxxxx and the manner in which and the other terms upon which such sale is to occur (each such transaction being referred to as a “Principal Transaction”), and (B) with respect to sales by Xxxxxxx Xxxxx Rxxxxxx Jxxxx as agent, the Company and Xxxxxxx Xxxxx Rxxxxxx Jxxxx shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be placed by Xxxxxxx Xxxxx Rxxxxxx Jxxxx and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). References herein to a “Transaction” shall mean a Principal Transaction or an Agency Transaction, as the context may require. As used in this Agreement, (i) the “Term” shall be the period commencing on the date hereof and ending on the earliest of (x) September 4, 2015three (3) years from the date hereof, (y) the date on which the Maximum Number of Shares have been issued and sold pursuant to this Agreement, and (z) the termination of this Agreement pursuant to Sections 9 or 10 below (the “Termination Date”)below, (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange (as defined below) other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) “Exchange” means the New York Stock Exchange NASDAQ Global Select Market (“NYSENASDAQ”).

Issuance and Sale. (a) Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein and provided that the Company provides Xxxxxxx Xxxxx JPMS with any due diligence materials and information reasonably requested by Xxxxxxx Xxxxx JPMS necessary for Xxxxxxx Xxxxx JPMS to satisfy its due diligence obligations, on any Exchange Business Day(s) Day (as defined below) selected by the Company, (A) with respect to purchases by Xxxxxxx Xxxxx JPMS as principal, the Company and Xxxxxxx Xxxxx JPMS shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be purchased by Xxxxxxx Xxxxx JPMS and the manner in which and the other terms upon which such sale is to occur (each such transaction being referred to as a “Principal Transaction”), and (B) with respect to sales by Xxxxxxx Xxxxx JPMS as agent, the Company and Xxxxxxx Xxxxx JPMS shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be placed by Xxxxxxx Xxxxx JPMS and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). References herein to a “Transaction” shall mean a Principal Transaction or an Agency Transaction, as the context may require. As used in this Agreement, (i) the “Term” shall be the period commencing on the date hereof and ending on the earliest of (x) September 4November 1, 20152010, (y) the date on which the Maximum Number of Shares have been issued and sold pursuant to this Agreement, and (z) the termination of this Agreement pursuant to Sections Section 9 or 10 below (the “Termination Date”), (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange (as defined below) other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) “Exchange” means the New York Stock Exchange (“NYSE”)Exchange.

Issuance and Sale. (a) Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein and provided that the Company provides Xxxxxxx Xxxxx [Bank] with any due diligence materials and information reasonably requested by Xxxxxxx Xxxxx [Bank] necessary for Xxxxxxx Xxxxx [Bank] to satisfy its due diligence obligations, on any Exchange Business Day(s) Day (as defined below) selected by the Company, (A) with respect to purchases purchase by Xxxxxxx Xxxxx [Bank] as principal, the Company and Xxxxxxx Xxxxx [Bank] shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be purchased by Xxxxxxx Xxxxx [Bank] and the manner in which and the other terms upon which such sale is to occur (each such transaction being referred to as a “Principal Transaction”), and (B) with respect to sales by Xxxxxxx Xxxxx [Bank] as agent, the Company and Xxxxxxx Xxxxx [Bank] shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be placed by Xxxxxxx Xxxxx [Bank] as agent for the Company and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). References herein to a “Transaction” shall mean a Principal Transaction or an Agency Transaction, as the context may require. As used in this Agreement, (i) the “Term” shall be the period commencing on the date hereof and ending on the earliest of (x) September 4[Bank]__, 201520__, (y) the date on which the Maximum Number of Shares have been issued and sold pursuant to this Agreement, and (z) the termination of this Agreement pursuant to Sections 9 or 10 below hereof (the “Termination Date”), (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange (as defined below) other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) “Exchange” means the New York Stock Exchange (“NYSE”)[The Nasdaq Global Select Market].

Issuance and Sale. (a) Upon the basis of the representations representations, warranties and warranties agreements and subject to the terms and conditions set forth herein and provided that the Company provides Xxxxxxx Xxxxx KeyBanc Capital Markets with any due diligence materials and information reasonably requested by Xxxxxxx Xxxxx KeyBanc Capital Markets necessary for Xxxxxxx Xxxxx KeyBanc Capital Markets to satisfy its due diligence obligations, on any Exchange Business Day(s) Day (as defined below) selected by the Company, (A) with respect to purchases by Xxxxxxx Xxxxx as principal, the Company and Xxxxxxx Xxxxx KeyBanc Capital Markets shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be purchased by Xxxxxxx Xxxxx and the manner in which and the other terms upon which such sale is to occur (each such transaction being referred to as a “Principal Transaction”), and (B) with respect to sales by Xxxxxxx Xxxxx as agent, the Company and Xxxxxxx Xxxxx shall enter into an agreement in accordance with Section 3 2 hereof regarding the number of Shares to be placed by Xxxxxxx Xxxxx KeyBanc Capital Markets and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). References herein The Company may also offer to sell the Shares directly to KeyBanc Capital Markets, as principal, in which event such parties shall enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Exhibit A hereto, relating to such sale in accordance with Section 2(g) of this Agreement (each such transaction being referred to as a “Principal Transaction” shall mean a Principal Transaction or an Agency Transaction, as the context may require”). As used in this Agreementherein, (i) the “Term” shall be the period commencing on the date hereof and ending on the earliest of (x) September 4, 2015, (y) the date on which the Maximum Number Gross Sales Price of Shares have been issued and sold pursuant to this Agreement, Agreement and any Terms Agreements is equal to the Maximum Amount and (zy) the any termination of this Agreement pursuant to Sections 9 or 10 below (the “Termination Date”)Section 8, (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange (as defined below) other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) “Exchange” means the New York Stock Exchange (“NYSE”)Nasdaq Global Select Market.

Issuance and Sale. (a) Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein and provided that the Company provides Xxxxxxx Xxxxx the Agent with any due diligence materials and information reasonably requested by Xxxxxxx Xxxxx the Agent necessary for Xxxxxxx Xxxxx the Agent to satisfy its due diligence obligations, on any Exchange Business Day(s) Day (as defined below) selected by the Company, (A) with respect to purchases by Xxxxxxx Xxxxx the Agent as principal, the Company and Xxxxxxx Xxxxx the Agent shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be purchased by Xxxxxxx Xxxxx the Agent and the manner in which and the other terms upon which such sale is to occur (each such transaction being referred to as a “Principal Transaction”), and (B) with respect to sales purchases by Xxxxxxx Xxxxx the Agent as agent, the Company and Xxxxxxx Xxxxx the Agent shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be placed by Xxxxxxx Xxxxx the Agent and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). References ” and references herein to a “Transaction” shall mean a Principal Transaction or an Agency Transaction, as the context may require). As used in this Agreement, (i) the “Term” shall be the period commencing on the date hereof and ending on the earliest earlier of (x) September 4, 2015the second anniversary of the date hereof, (y) the date on which the Maximum Number of Shares have been issued and sold pursuant to this Agreement, Agreement and (z) the termination of this Agreement pursuant to Sections Section 9 or 10 below (the “Termination Date”), (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange (as defined below) other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) “Exchange” means the New York Stock Exchange (“NYSE”)NASDAQ National Market.

Issuance and Sale. (a) Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein and provided that the Company provides Xxxxxxx Xxxxx JPMS with any due diligence materials and information reasonably requested by Xxxxxxx Xxxxx JPMS necessary for Xxxxxxx Xxxxx JPMS to satisfy its due diligence obligations, on any Exchange Business Day(s) Day (as defined below) selected by the Company, (A) with respect to purchases by Xxxxxxx Xxxxx JPMS as principal, the Company and Xxxxxxx Xxxxx JPMS shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be purchased by Xxxxxxx Xxxxx JPMS and the manner in which and the other terms upon which such sale is to occur (each such transaction being referred to as a “Principal Transaction”), and (B) with respect to sales by Xxxxxxx Xxxxx the Company where JPMS acts as its agent, the Company and Xxxxxxx Xxxxx JPMS shall enter into an agreement in accordance with Section 3 hereof regarding the number of Shares to be placed by Xxxxxxx Xxxxx JPMS and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). References herein to a “Transaction” shall mean a Principal Transaction or an Agency Transaction, as the context may require. As used in this Agreement, (i) the “Term” shall be the period commencing on the date hereof and ending on the earliest of (x) September 4December 1, 20152008, (y) the date on which the Maximum Number of Shares have been issued and sold pursuant to this Agreement, and (z) the termination of this Agreement pursuant to Sections Section 9 or 10 below (the “Termination Date”), (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange (as defined below) other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) “Exchange” means the New York Stock Exchange (“NYSE”)NASDAQ Global Select Market.