Common use of Manner of Offer and Sales Clause in Contracts

Manner of Offer and Sales. (i) The offering and sale of Shares under this Agreement (other than sales to or by the Sales Agent as principal) shall be made by such methods permitted by law as the Sales Agent shall determine from time to time that are deemed to be “at-the-market offerings” within the meaning of Rule 415(a)(4) of the 1933 Act Regulations (“At the Market Offerings”), including sales made directly on the NYSE, through an “alternative trading system” as defined in Rule 300 of Regulation ATS under the 1934 Act or any other electronic communications network, to or through a market maker or otherwise to a broker or dealer in transactions contemplated by Rule 153(a) of the 1933 Act Regulations; provided, however, that, if the Company and the Sales Agent so agree in writing, sales may be made in privately negotiated transactions; (ii) If the Company and the Sales Agent so agree in a separate Terms Agreement (it being understood and agreed that neither party is under any obligation to do so), the Company may sell Shares to the Sales Agent acting as principal, and the Sales Agent may purchase such Shares acting as principal, it being understood that, in the event of any inconsistency between the terms and provisions of this Agreement and those of the Terms Agreement, those of the Terms Agreement shall control.