Common use of Limitations on Offering Size Clause in Contracts

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered and sold under this Agreement by the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement Statement, and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Manager in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Manager in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement Statement, and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales AgentManager, the Forward Seller and the Forward Purchaser in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Manager in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesShares, if after giving effect to the sale of such SecuritiesShares, the aggregate offering price of the Securities Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and Statement, (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Shares pursuant to this Agreement (i) at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to Ladenburg in writing and (ii) at a price (net of Ladenburg’s commission, discount or other compensation for such sales payable by the Sales AgentCompany pursuant to Section 2 hereof) lower than the Company’s then current net asset value per share (as calculated pursuant to the Investment Company Act), unless the Forward Seller and Company has received the Forward Purchaser in writingrequisite approval from stockholders as required pursuant to the Investment Company Act. Further, under no circumstances shall the aggregate offering price of Securities Shares sold pursuant to this Agreement and the Alternative Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (Cand(C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser JMP Securities in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser JMP Securities in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (Cand(C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser BMO Capital Markets in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser BMO Capital Markets in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (Cand(C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares if, if after giving effect to the sale of such SecuritiesPlacement Shares, the aggregate offering price gross sales proceeds of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Placement Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, Amount and (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Agent in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering price amount of Securities Placement Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, to exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 5 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (Cand(C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement Statement, and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Agent in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (Cand(C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxxxxx Securities in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxxxxx Securities in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to Citigroup in writing at any time upon Citigroup’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to Citigroup in writing at any time upon Citigroup’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to Xxxxx Fargo Securities in writing at any time upon Xxxxx Fargo Securities’ written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to Xxxxx Fargo Securities in writing at any time upon Xxxxx Fargo Securities’ written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to BNYMCM in writing at any time upon BNYMCM’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to BNYMCM in writing at any time upon BNYMCM’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Securities, if after giving effect to the sale of such Placement Securities, the aggregate offering price of the Placement Securities sold pursuant to this Agreement and any Terms Agreement would exceed the lesser of (Ai) together with (i) all sales of Issuance Placement Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreementsany Terms Agreement, the Maximum Amount, (Bii) the amount available for offer and sale under the currently effective Registration Statement and (Ciii) the amount authorized from time to time to be offered issued and sold under this Agreement and any Terms Agreement by the Company and notified to the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Securities pursuant to this Agreement or any Terms Agreement be made at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to the Sales AgentAgents or Forward Purchaser, the Forward Seller and the Forward Purchaser as applicable, in writing. Further, under no circumstances shall the aggregate offering price of Placement Securities sold pursuant to this Agreement and the Alternative Distribution Agreementsany Terms Agreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares, if after giving effect to the sale of such SecuritiesPlacement Shares, the aggregate offering price of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements Maximum Amount and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and (which authorized amount shall be notified to the Sales AgentAgents, the Forward Seller Purchasers, and the Forward Purchaser Sellers in writingwriting at any time upon the Agents’, the Forward Purchasers’, and the Forward Sellers’ written request during the pendency of an active Placement Notice or Forward Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to the Sales AgentAgents, the Forward Seller Purchasers and the Forward Purchaser Seller in writingwriting at any time upon the applicable party’s written request to the Company during the pendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities Placement Shares sold pursuant to this Agreement and the Alternative Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to BTIG in writing at any time upon BTIG’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to BTIG in writing at any time upon BTIG’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 1. of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (Ai) together with (iA) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (iiB) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (Bii) the amount available for offer and sale under the currently effective Registration Statement and (Ciii) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Agent in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and Statement, (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Wxxxx Fargo Securities in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement (i) at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to Wxxxx Fargo Securities in writing or (ii) at a price (net of Wxxxx Fargo Securities' commission, discount or other compensation for such sales payable by the Sales AgentCompany pursuant to Section 2 hereof) lower than the Company's then current net asset value per share (as calculated pursuant to the Investment Company Act), unless the Forward Seller and Company has received the Forward Purchaser in writingrequisite approval from stockholders as required pursuant to the Investment Company Act. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to KeyBanc in writing at any time upon KeyBanc’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to KeyBanc in writing at any time upon KeyBanc’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares if, if after giving effect to the sale of such SecuritiesPlacement Shares, the aggregate offering price gross sales proceeds of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Placement Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement (C) the amount that the Company is permitted to issue under the ASX Listing Rules and (CD) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Designated Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Designated Agent in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering price amount of Securities Placement Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, to exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares if, if after giving effect to the sale of such SecuritiesPlacement Shares, the aggregate offering price gross sales proceeds of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Placement Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement (C) the amount that the Company is permitted to issue under the ASX Listing Rules and (CD) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Agent in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering price amount of Securities Placement Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, to exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesSecurities if, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the any Alternative Equity Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the Company Company’s board of trustees, a duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Citigroup in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors directors, duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized committee thereof executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Citigroup in writing. Further, under no circumstances shall the aggregate offering price amount of Securities sold pursuant to this Agreement and the or any Alternative Equity Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to Xxxxxxx Sachs in writing at any time upon Xxxxxxx Xxxxx’ written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to Xxxxxxx Sachs in writing at any time upon Xxxxxxx Xxxxx’ written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesSecurities if, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the any Alternative Equity Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the Company Company’s board of trustees, a duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors directors, duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized committee thereof executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx in writing. Further, under no circumstances shall the aggregate offering price amount of Securities sold pursuant to this Agreement and the or any Alternative Equity Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesShares, if after giving effect to the sale of such SecuritiesShares, the aggregate offering price of the Securities Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and Statement, (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Manager in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Shares pursuant to this Agreement (i) at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to the Sales AgentManager in writing and (ii) at a price (net of the Sales Manger’s commission, discount or other compensation for such sales payable by the Forward Seller and Company pursuant to Section 2 of this Agreement) lower than the Forward Purchaser in writingCompany’s then current net asset value per share (as calculated pursuant to the Investment Company Act), unless the Company has received the requisite approval from stockholders as required pursuant to the Investment Company Act. Further, under no circumstances shall the aggregate offering price of Securities Shares sold pursuant to this Agreement and the Alternative Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares in a Placement if, if after giving effect to the sale of such SecuritiesPlacement Shares in such Placement, the aggregate offering price gross sales proceeds of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Placement Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreementsto date, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement Statement, (C) the aggregate amount specified in the applicable Prospectus Supplement(s) and (CD) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser MLV in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser MLV in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering price amount of Securities Placement Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, to exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesSecurities if, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the any Alternative Equity Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the Company Company’s board of trustees, a duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors directors, duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized committee thereof executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx in writing. Further, under no circumstances shall the aggregate offering price amount of Securities sold pursuant to this Agreement and the or any Alternative Equity Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares if, if after giving effect to the sale of such SecuritiesPlacement Shares, the aggregate offering price gross sales proceeds of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Placement Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement (C) the amount that the Company is permitted to issue under the ASX Listing Rules and (CD) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser MLV in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser MLV in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering price amount of Securities Placement Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, to exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesSecurities if, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the any Alternative Equity Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the Company Company’s board of trustees, a duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser KeyBanc in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors directors, duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized committee thereof executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser KeyBanc in writing. Further, under no circumstances shall the aggregate offering price amount of Securities sold pursuant to this Agreement and the or any Alternative Equity Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares if, if after giving effect to the sale of such SecuritiesPlacement Shares, the aggregate offering price gross sales proceeds of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with of: (i) all sales the number or dollar amount of Issuance Securities under this Agreement and each shares of Common Stock registered pursuant to the Alternative Distribution Agreements and Registration Statement pursuant to which the offering will be made, (ii) all Forward Hedge Securities the number of authorized but unissued and unreserved shares of Common Stock of the Company, (iii) the number or dollar amount of shares of Common Stock permitted to be sold under this Agreement and each of the Alternative Distribution AgreementsForm S-3 (including general Instruction I.B.6 thereof, the Maximum Amountif applicable), (B) the amount available for offer and sale under the currently effective Registration Statement and (Civ) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Leerink in writing, or (v) the number or dollar amount of shares of Common Stock for which the Company has filed the ATM Prospectus or other prospectus supplement. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Leerink in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser KeyBanc Capital Markets in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser KeyBanc Capital Markets in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price number of the Securities sold pursuant to this Agreement would exceed the lesser of (Ai) together with (iA) all sales of Issuance Securities sold under this Agreement and each of the Alternative Distribution Agreements Agreements, (B) all shares of Common Stock previously sold under the Gazit Purchase Agreement and (iiC) the maximum number of shares of Common Stock that the Company could be required to sell to the Purchaser in the future pursuant to the Gazit Purchase Agreement as a result of the sale of such Securities and all Forward Hedge previous sales of Securities sold under pursuant to this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (Bii) the number or amount available for offer and sale under the currently effective Registration Statement and Statement, or (Ciii) the number or amount authorized from time to time to be offered issued and sold under this Agreement by the Board of Directors of the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writingor a duly authorized committee thereof. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Board of Directors of the Company’s board of directors or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (Cand(C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors trustees or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to SunTrust in writing at any time upon SunTrust’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to SunTrust in writing at any time upon SunTrust’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesSecurities if, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the any Alternative Equity Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the Company Company’s board of trustees, a duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors directors, duly authorized committee thereof (including any duly authorized pricing committee) or a duly authorized committee thereof executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx in writing. Further, under no circumstances shall the aggregate offering price amount of Securities sold pursuant to this Agreement and the or any Alternative Equity Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesShares, if after giving effect to the sale of such SecuritiesShares, the aggregate offering price of the Securities Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under Shares sold pursuant to this Agreement and each Agreement, the amount that would cause the Company or the offering of the Alternative Distribution Agreements Shares to not satisfy the eligibility and transaction requirements for use of Form N-2 (ii) all Forward Hedge Securities sold under this Agreement and each including, if applicable, the limitation that the aggregate market value of securities we may offer may not exceed one third of the Alternative Distribution Agreements, the Maximum Amountaggregate market value of voting and non-voting common equity held by persons who are not affiliates of our company in any twelve (12) month period), (B) the amount available for offer and sale under the currently effective Registration Statement and Statement, or (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales AgentManager in writing (the lesser of (A), (B) and (C), the Forward Seller and the Forward Purchaser in writing“Maximum Amount”). Under no circumstances shall the Company cause or request the offer or sale of any Securities Shares pursuant to this Agreement (i) at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to the Manager in writing and (ii) at a price (net of the Sales AgentManager’s commission, discount or other compensation for such sales payable by the Forward Seller and Company pursuant to Section 2 of this Agreement) lower than the Forward Purchaser in writingCompany’s then current net asset value per share (as calculated pursuant to the Investment Company Act), unless the Company has received the requisite approval from stockholders as required pursuant to the Investment Company Act. Further, under no circumstances shall the aggregate offering price of Securities Shares sold pursuant to this Agreement and the Alternative Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesShares pursuant to this Agreement (i) if, if after giving effect to the sale of such SecuritiesShares, the aggregate offering price number of the Securities Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, Amount and (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the number or amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to BTIG in writing, or (ii) at a price lower than the Sales Agentminimum price therefor authorized from time to time by the Company’s board of directors, the Forward Seller a duly authorized committee thereof or a duly authorized executive committee, and the Forward Purchaser notified to BTIG in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Shares in any Agency Transaction pursuant to this Agreement Agreement, at a price lower than the minimum price therefor authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser BTIG in writing. Further, under Under no circumstances shall the aggregate offering price number of Securities Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that compliance with the limitations set forth in this Section 5(c) on the number or amount of Shares that may be issued and sold under this Agreement shall be the sole responsibility of the Company, and that BTIG shall have no obligation in connection with such compliance.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement ADSs if, if after giving effect to the sale of such SecuritiesPlacement ADSs, the aggregate offering price gross sales proceeds of the Securities Placement ADSs sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Placement ADSs under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, Amount and (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors or a duly authorized committee thereof, in each case to the extent so authorized by the Company’s shareholders or pursuant to the Company’s articles of association free from any statutory rights of pre-emption, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Designated Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement ADSs pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writingthereof. Further, under no circumstances shall the Company cause or permit the aggregate offering price amount of Securities Placement ADSs sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, to exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares if, if after giving effect to the sale of such SecuritiesPlacement Shares, the aggregate offering price gross sales proceeds of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Placement Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreementsto date, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement Statement, (C) the aggregate amount specified in the applicable Prospectus Supplement(s) and (CD) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser MLV in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser MLV in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering price amount of Securities Placement Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, to exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to Capital One Securities in writing at any time upon Capital One Securities’ written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to Capital One Securities in writing at any time upon Capital One Securities’ written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to X.X. Xxxxxx Securities in writing at any time upon X.X. Xxxxxx Securities’ written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to X.X. Xxxxxx Securities in writing at any time upon X.X. Xxxxxx Securities’ written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesShares, if after giving effect to the sale of such SecuritiesShares, the aggregate offering price of the Securities Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution AgreementsAgreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement Statement, and (C) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg in writing. In no event shall the Company issue or sell Placement Securities in a number or manner that would (i) cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3 to the extent applicable, or (ii) would require the Company to obtain stockholder approval under Nasdaq Listing Rule 5635, as amended, without first obtaining such stockholder approval. Under no circumstances shall the Company cause or request the offer or sale of any Securities Shares pursuant to this Agreement (i) at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof Company and notified to Ladenburg in writing and (ii) at a price (net of Ladenburg’s commission, discount or other compensation for such sales payable by the Sales AgentCompany pursuant to Section 2 hereof) lower than the Company’s then current net asset value per share (as calculated pursuant to the Investment Company Act), unless the Forward Seller and Company has received the Forward Purchaser in writingrequisite approval from stockholders as required pursuant to the Investment Company Act. Further, under no circumstances shall the aggregate offering price of Securities Shares sold pursuant to this Agreement and the Alternative Distribution AgreementsAgreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesPlacement Shares if, if after giving effect to the sale of such SecuritiesPlacement Shares, the aggregate offering price gross sales proceeds of the Securities Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities Placement Shares under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Distribution Agreementsto date, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement Statement, (C) the aggregate amount specified in the applicable Prospectus Supplement(s) and (CD) the amount authorized from time to time to be offered issued and sold under this Agreement by the Company Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser FBR in writing. Under no circumstances shall the Company cause or request the offer or sale of any Securities Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors or directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent, the Forward Seller and the Forward Purchaser FBR in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering price amount of Securities Placement Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, to exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser of (A) together with (i) all sales of Issuance Securities under this Agreement and each of the Alternative Distribution Agreements and (ii) all Forward Hedge Securities sold under this Agreement and each of the Alternative Equity Distribution Agreements, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be offered issued and sold under this Agreement and the Alternative Equity Distribution Agreements by the Company and (which authorized amount shall be notified to RBC in writing at any time upon RBC’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Under no circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement and the Alternative Equity Distribution Agreements at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof and Company (which minimum price shall be notified to RBC in writing at any time upon RBC’s written request during the Sales Agent, the Forward Seller and the Forward Purchaser in writingpendency of an active Placement Notice). Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution AgreementsAgreement, exceed the Maximum Amount.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any SecuritiesShares, if after giving effect to the sale of such SecuritiesShares, the aggregate offering price number of the Securities Shares sold pursuant to this Agreement would exceed the lesser of (Ai) together with (iA) all sales of Issuance Securities Shares sold under this Agreement and each of the Alternative Distribution Agreements and Agreements, (iiB) all Forward Hedge Securities Shares sold under this Agreement and each of the Alternative Distribution Agreements, (C) all shares of Common Stock previously sold under the Gazit Purchase Agreement and (D) the maximum number of shares of Common Stock that the Company could be required to sell to the Purchaser in the future pursuant to the Gazit Purchase Agreement as a result of the sale of such Issuance Shares and all previous sales of Issuance Shares pursuant to this Agreement and each of the Alternative Distribution Agreements, the Maximum Amount, (Bii) the number or amount available for offer and sale under the currently effective Registration Statement and Statement, or (Ciii) the number or amount authorized from time to time to be offered issued and sold under this Agreement by the Board of Directors of the Company and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writingor a duly authorized committee thereof. Under no circumstances shall the Company cause or request the offer or sale of any Securities Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Board of Directors of the Company’s board of directors or a duly authorized committee thereof and notified to the Sales Agent, the Forward Seller and the Forward Purchaser in writing. Further, under no circumstances shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.