Proposed clearing Sample Clauses

Proposed clearing. An aerial photograph and/or map with a north arrow must be attached, clearly marking the area proposed to be cleared or if you have the facilities, a digital map on a suitable portable digital storage device of the area to clear as an ESRI shapefile with the following properties: Geometry type: Polygon shape Coordinate system: GDA 1994 (Geographic latitude/longitude) Datum: GDA 1994 (Geocentric Datum of Australia 1994). An ESRI shapefile must be provided if the application requires an assessment under an EPBC Act accredited process. Total area of clearing proposed (hectares) 142 ha
Sample 1
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Proposed clearing. An aerial photograph and/or map with a north arrow must be attached, clearly marking the area proposed to be cleared or if you have the facilities, a digital map on a suitable portable digital storage device of the area to clear as an ESRI shapefile with the following properties: Geometry type: Polygon shape Coordinate system: GDA 1994 (Geographic latitude/longitude) Datum: GDA 1994 (Geocentric Datum of Australia 1994). An ESRI shapefile must be provided if the application requires an assessment under an EPBC Act accredited process. Total area of clearing proposed (hectares) 10.68ha number of individual trees to be removed 0 Proposed method of clearing: Spraying with glyphosate bioactive/ cutting below water level and removing/ removing from rhyzomes with specialized vehicle (Truxor – Xxxx Cove Waterways) Purpose of clearing: To manage Typha orientalis to prevent it from becoming invasive and dominating sites and reducing biodiversity Period within which clearing is proposed to be undertaken, e.g. May 2018 – June 2018 from June 2019 to June 2024 Final land use: Conservation area You must provide evidence that avoidance and mitigation options have been pursued to eliminate, reduce or otherwise mitigate the need for, and scale of, the proposed clearing of native vegetation. Have alternatives that would avoid or minimise the need for clearing been considered and applied? ☐ Yes ☒ No If yes, provide details: Refer to DWER’s Clearing of native vegetation offsets procedure guideline available on the DWER website, and the Environmental Protection Authority’s (EPA) WA Environmental Offsets Policy and Guidelines on the EPA website for further information. Do you want to submit a clearing permit offset proposal with your application? ☐ Yes ☒ No If yes, provide details, and complete and attach Appendix A of the Clearing of native vegetation offsets procedure guideline.
Sample 1
Proposed clearing. An aerial photograph and/or map with a north arrow must be attached, clearly marking the area proposed to be cleared or if you have the facilities, a digital map on a suitable portable digital storage device of the area to clear as an ESRI shapefile with the following properties: Geometry type: Polygon shape Coordinate system: GDA 1994 (Geographic latitude/longitude) Datum: GDA 1994 (Geocentric Datum of Australia 1994). An ESRI shapefile must be provided if the application requires an assessment under an EPBC Act accredited process. Total area of clearing proposed (hectares) 4570m2 (see map provided) number of individual trees to be removed Proposed method of clearing: Mechanical, removal and mulching. Diseased tree mulch will not be used in other areas. Purpose of clearing: Road widening to improve road safety and service, installation of new bridge 3694 replaced with culvert. Period within which clearing is proposed to be undertaken, e.g. May 2018 – June 2018 from December 2018 to December 2020 Final land use: Access road You must provide evidence that avoidance and mitigation options have been pursued to eliminate, reduce or otherwise mitigate the need for, and scale of, the proposed clearing of native vegetation. Have alternatives that would avoid or minimise the need for clearing been considered and applied? ☒ Yes ☐ No If yes, provide details: Have surveyed trees and most are diseased and close to the road verge, none can be realistically protected during road works activity.
Sample 1
Proposed clearing. An aerial photograph and/or map with a north arrow must be attached, clearly marking the area proposed to be cleared or if you have the facilities, a digital map on a suitable portable digital storage device of the area to clear as an ESRI shapefile with the following properties: Geometry type: Polygon shape Coordinate system: GDA 1994 (Geographic latitude/longitude) Datum: GDA 1994 (Geocentric Datum of Australia 1994). An ESRI shapefile must be provided if the application requires an assessment under an EPBC Act accredited process. Total area of clearing proposed (hectares) 22.4 Ha within the four purpose boundaries. number of individual trees to be removed Proposed method of clearing: Mechanical means. Purpose of clearing: Extension of existing gravel pits for road upgrades and maintenance works. Period within which clearing is proposed to be undertaken, e.g. May 2018 – June 2018 from June 2020 to December 2023 Final land use: Pastoral/grazing. You must provide evidence that avoidance and mitigation options have been pursued to eliminate, reduce or otherwise mitigate the need for, and scale of, the proposed clearing of native vegetation. Have alternatives that would avoid or minimise the need for clearing been considered and applied? ☒ Yes ☐ No If yes, provide details: Minimise clearing wherever possible.
Sample 1
Proposed clearing. You must provide evidence that avoidance and mitigation options have been pursued to eliminate, reduce, or otherwise mitigate the need for, and scale of, the proposed clearing of native vegetation. Have alternatives that would avoid or minimise the need for clearing been considered and applied? Yes No If yes, provide details: Numerous arrangements of the car park with its existing footprint were considered however, there was no configuration capable of accommodating the increase in additional car bays as required by AS3962-2001 which states; urban boat ramps require 40-50 boat trailer bays for each ramp/lane. Clearing of native vegetation offsets procedure guideline available on the DWER website, and the Environmental Protection WA Environmental Offsets Policy and Guidelines on the EPA website for further information. Do you want to submit a clearing permit offset proposal with your application? Yes No If yes, provide details, and complete and attach Appendix A of the Clearing of native vegetation offsets procedure guideline. Part 5: Other DWER approvals Section A: Environmental Impact Assessment Environmental Impact Assessment (Part IV of the EP Act) Section B: Other approvals
Sample 1
Proposed clearing. An aerial photograph and/or map with a north arrow must be attached, clearly marking the area proposed to be cleared or if you have the facilities, a digital map on a suitable portable digital storage device of the area to clear as an ESRI shapefile with the following properties: Geometry type: Polygon shape Coordinate system: GDA 1994 (Geographic latitude/longitude) Datum: GDA 1994 (Geocentric Datum of Australia 1994). An ESRI shapefile must be provided if the application requires an assessment under an EPBC Act accredited process. Total area of clearing proposed (hectares) TREATMENT 2320 - this break is required to manage the planned prescribed burn. 0.475 ha. This firebreak will be plotted to minimise removal of any significant vegetation reflective of the Eucalypt Woodland TEC. Width of the firebreak will be in accordance with the Shire of Wagin firebreak notice – no more than 3metres. TREATMENT 2326 – Prescribed Burn to reduce fuel age and fuel loading. 26 Hectares. Cool slow burn. TREATMENT 2325 – this break is required to contain the planned prescribed burn. 0.786 ha. This firebreak will be plotted to minimise removal of any significant vegetation reflective of the Eucalypt Woodland TEC. Width of the firebreak will be in accordance with the Shire of Wagin firebreak notice – no more than 3metres. and/or number of individual trees to be removed Unknown – however significant vegetation will be retained The prescribed burn will be undertaken in Autumn or Spring and will be conducted as a cool, slow burn with minimal scorch height. Proposed method of clearing: Fuel reduction burn and mechanical works.(mulching) Mulch dead branches on ground. Note: Total clearing of the land will not be undertaken. Purpose of clearing: The reserves create a fire risk to town site. Clean up areas to create fire break. The prescribed burn is also advantageous to regenerate the native vegetation which is in a significantly degraded condition with a prevalence of sheoaks taking over the land tenure. Period within which clearing is proposed to be undertaken, e.g. May 2018 – June 2018 from September 2019 to September 2024 Final land use: Recreation No change to land use You must provide evidence that avoidance and mitigation options have been pursued to eliminate, reduce or otherwise mitigate the need for, and scale of, the proposed clearing of native vegetation. Have alternatives that would avoid or minimise the need for clearing been considered and applied? ☒ Yes ☐ No If yes,...
Sample 1
Proposed clearing. An aerial photograph and/or map with a north arrow must be attached, clearly marking the area proposed to be cleared or if you have the facilities, a digital map on a suitable portable digital storage device of the area to clear as an ESRI shapefile with the following properties: Geometry type: Polygon shape Coordinate system: GDA 1994 (Geographic latitude/longitude) Datum: GDA 1994 (Geocentric Datum of Australia 1994). An ESRI shapefile must be provided if the application requires an assessment under an EPBC Act accredited process. Total area of clearing proposed (hectares) Approx. 0.07 number of individual trees to be removed 19 living trees between 3-8m in height, 2 dead trees 6-7m in height. Proposed method of clearing: Both mechanical and hand-held clearing and slashing for the compound and construction lay-down area and access track, and hand-held lopping of branches over- hanging the access route Purpose of clearing: To establish a compound for an nbn fixed-wireless facility, construction lay-down area and access track. Period within which clearing is proposed to be undertaken, e.g. May 2018 – June 2018 from January 2018 to January 2018 Final land use: Telecommunications infrastructure You must provide evidence that avoidance and mitigation options have been pursued to eliminate, reduce or otherwise mitigate the need for, and scale of, the proposed clearing of native vegetation. Have alternatives that would avoid or minimise the need for clearing been considered and applied? ☒ Yes ☐ No If yes, provide details: Compound location selected in a generally cleared area close to an existing access point and firebreak (to be utilised in part for vehicular access)
Sample 1
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Proposed clearing. An aerial photograph and/or map with a north arrow must be attached, clearly marking the area proposed to be cleared or if you have the facilities, a digital map on a suitable portable digital storage device of the area to clear as an ESRI shapefile with the following properties: Geometry type: Polygon shape Coordinate system: GDA 1994 (Geographic latitude/longitude) Datum: GDA 1994 (Geocentric Datum of Australia 1994). An ESRI shapefile must be provided if the application requires an assessment under an EPBC Act accredited process. Total area of clearing proposed (hectares) 4 number of individual trees to be removed Proposed method of clearing: Knock over vegetation with blade up and stockpile for use in rehabilitation. Blade down clearing with loader to remove topsoil to store for use in rehabilitation. Purpose of clearing: Mineral processing plant and associated infrastructure. Period within which clearing is proposed to be undertaken, e.g. May 2018 – June 2018 from February 2019 to August 2019 Final land use: Rural/industrial You must provide evidence that avoidance and mitigation options have been pursued to eliminate, reduce or otherwise mitigate the need for, and scale of, the proposed clearing of native vegetation. Have alternatives that would avoid or minimise the need for clearing been considered and applied? ☒ Yes ☐ No If yes, provide details: The processing plant is to be located on previously disturbed ground as far as possible, with only minor clearing of isolated patches of highly disturbed vegetation required. The process plant has been designed to have a minimal footprint as possible and is located as close to the bitterns intake and outlet as possible to minimise pipeline distances. Ponds are located on bare tidal flats.
Sample 1
Proposed clearing. An aerial photograph or map with a north arrow must be attached, clearly marking the area proposed to be cleared or if you have the facilities, a digital map on a suitable portable digital storage device of the area to clear as an ESRI shapefile with the following properties: Geometry type: Polygon shape Coordinate system: GDA 1994 (Geographic latitude/longitude) Datum: GDA 1994 (Geocentric Datum of Australia 1994). An ESRI shapefile must be provided if the application requires an assessment under an EPBC Act accredited process. Total area of clearing proposed (hectares) 10 and/or number of individual trees to be removed Proposed method of clearing Selected individual dead and fallen trees Period within which clearing is proposed to be undertaken, e.g. May 2018 – June 2018 From 2018 to 2020 Purpose of clearing Fire mitigation and more pasture growth for cattle Final land use: Cattle grazing but maintain xxxx
Sample 1

Related to Proposed clearing

  • Book-Entry Interests The Certificates, on original issuance, will be issued in the form of one or more, fully registered Global Certificates, to be delivered to the Depositary by, or on behalf of, the Company. Such Global Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.9. The Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.9: (a) the provisions of this Section 3.6 shall be in full force and effect; (b) the Company shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the payment of Contract Adjustment Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificate(s) and shall have no obligation to the Beneficial Owners; (c) to the extent that the provisions of this Section 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.6 shall control; and (d) the rights of the Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants. The Clearing Agency will make book entry transfers among Clearing Agency Participants and receive and transmit payments of Contract Adjustment Payments to such Clearing Agency Participants.

  • Holders of Transfer Restricted Securities A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

  • Regulation S Global Notes Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated Participants in the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in a Legended Regulation S Global Note shall be exchanged for beneficial interests in an Unlegended Regulation S Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel such Legended Regulation S Global Note. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

  • Euroclear and Clearstream Procedures Applicable The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • Regulation S Global Note to Rule 144A Global Note If an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or Class, such owner’s transferee may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Class. Upon the receipt by the Indenture Trustee and the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged but not less than the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 hereto given by the transferee of such beneficial interest, then the Indenture Trustee will reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred and the Indenture Trustee and the Note Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Class.

  • Resale Registration Statement (a) Within 45 days after the Effective Time, Parent shall file with the SEC, and thereafter use its commercially reasonable best efforts to have declared effective as soon as practicable, a “shelf” registration statement on Form S-3 (or if Parent is not eligible to use Form S-3, any other form that Parent is eligible to use) (a “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale (i) by former affiliates of the Company as set forth in Section 5.7(d) of the Company Disclosure Letter including any former affiliates of the Company who may following the consummation of the Merger and the other transactions contemplated hereby will be current affiliates of Parent (the “Affiliate Stockholders”) of shares of Parent Common Stock issued pursuant to this Agreement as consideration and (ii) by holders of Company Warrants (“Company Warrant Holders”) of shares of Parent Common Stock issuable upon exercise of Company Warrants or warrants issued by Parent in exchange therefor (collectively, the “Registrable Shares”). In its discretion, Parent will be permitted to register any other shares for resale by other eligible selling stockholders using the Shelf Registration Statement. Parent shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby for a period commencing on the date on which the SEC declares such Shelf Registration Statement effective and ending on the earlier of (x) the date upon which all of the Registrable Shares first become eligible for resale pursuant to Rule 145 under the Securities Act without restriction or (y) the first date upon which all of the Registrable Shares covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement. (b) Parent may, by written notice to the Affiliate Stockholders and Company Warrant Holders, (i) delay the filing or effectiveness of the Shelf Registration Statement for up to thirty (30) days, or for such longer period, as a result of restraints or restrictions under applicable Law or (ii) suspend the Shelf Registration Statement after effectiveness and require that the Affiliate Stockholders and Company Warrant Holders immediately cease sales of shares pursuant to the Shelf Registration Statement (A) for a period of not more than thirty (30) consecutive days or seventy-five (75) days in the aggregate during any twelve (12) consecutive calendar months, in the event that Parent files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a then pending public offering of its securities or (B) following the effectiveness of the Resale Registration Statement, for no longer than twenty (20) consecutive trading days if an event has occurred or Parent has entered into a transaction which Parent determines in good faith must be disclosed in order for Parent to comply with the public disclosure requirements imposed on Parent under the Securities Act in connection with the Resale Registration Statement, provided, that in respect of all such events or occurrences Parent shall not suspend the effectiveness of the Resale Registration Statement for more than forty (40) trading days in the aggregate in any twelve (12) consecutive calendar months.

  • Certificated/Uncertificated ADSs Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s)” and the ADS(s) evidenced by ADR(s), the “Certificated ADS(s)”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated ADSs shall not be represented by any instruments but shall be evidenced by registration in the books of the Depositary maintained for such purpose. Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions or adverse claims of which the Depositary has notice at such time, shall at all times have the right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to (x) applicable laws and any rules and regulations the Depositary may have established in respect of the Uncertificated ADSs, and (y) the continued availability of Certificated ADSs in the U.S. Holders of Certificated ADSs shall, if the Depositary maintains a direct registration system for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation of a written request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the Depositary may establish for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs shall in all material respects be identical to Certificated ADS(s) of the same type and class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary maintained for such purpose and evidence of such ownership shall be reflected in periodic statements provided by the Depositary to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement existing rules and regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided that (a) such rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the terms of such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property represented by such Holders’ Uncertificated ADSs under the terms of Section 6.2. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated by this Section 2.13. The Depositary is authorized and directed to take any and all actions and establish any and all procedures deemed reasonably necessary to give effect to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13 and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13) and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.

  • Registration/Private Placement Procedures If, in the reasonable good faith judgment of Dealer based on the advice of counsel, following any delivery of Shares or Share Termination Delivery Property to Dealer hereunder, such Shares or Share Termination Delivery Property would be in the hands of Dealer subject to any applicable restrictions with respect to any registration or qualification requirement or prospectus delivery requirement for such Shares or Share Termination Delivery Property pursuant to any applicable federal or state securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such Shares or Share Termination Delivery Property being “restricted securities”, as such term is defined in Rule 144 under the Securities Act, or as a result of the sale of such Shares or Share Termination Delivery Property being subject to paragraph (c) of Rule 145 under the Securities Act) (such Shares or Share Termination Delivery Property, “Restricted Shares”), then delivery of such Restricted Shares shall be effected pursuant to either clause (i) or (ii) below at the sole election of Company, unless Dealer waives the need for registration/private placement procedures set forth in (i) and (ii) below. Notwithstanding the foregoing, solely in respect of any Daily Number of Warrants exercised or deemed exercised on any Expiration Date, Company shall elect, prior to the first Settlement Date for the first applicable Expiration Date (or, if later, prior to the second Scheduled Trading Day following the date of notification by Dealer of the need for such settlement procedure), a Private Placement Settlement or Registration Settlement for all deliveries of Restricted Shares for all such Expiration Dates which election shall be applicable to all remaining Settlement Dates for such Warrants and the procedures in clause (i) or clause (ii) below shall apply for all such delivered Restricted Shares on an aggregate basis commencing after the final Settlement Date for such Warrants. The Calculation Agent shall make commercially reasonable adjustments to settlement terms and provisions under this Confirmation to reflect a single Private Placement or Registration Settlement for such aggregate Restricted Shares delivered hereunder. (i) If Company elects to settle the Transaction pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Company shall be effected in customary private placement procedures for private placements of equity securities of companies similar to Company with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Company may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Company to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer). The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation, in each case, as is customary for private placements of similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall determine the appropriate discount to the Share Termination Unit Price (in the case of settlement of Share Termination Delivery Units pursuant to Section 10(i) above) or premium to any Settlement Price (in the case of settlement of Shares pursuant to Section 2 above) applicable to such Restricted Shares in a commercially reasonable manner and appropriately adjust the number of such Restricted Shares to be delivered to Dealer hereunder. Notwithstanding anything to the contrary in the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Exchange Business Day following notice by Dealer to Company of such applicable discount or premium, as the case may be, and the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the Share Termination Payment Date (in the case of settlement of Share Termination Delivery Units pursuant to Section 10(i) above) or on the Settlement Date for such Restricted Shares (in the case of settlement in Shares pursuant to Section 2 above). (ii) If Company elects to settle the Transaction pursuant to this clause (ii) (a “Registration Settlement”), then Company shall promptly (but in any event no later than the beginning of the Resale Period) file and use its reasonable best efforts to make effective under the Securities Act a registration statement or supplement or amend an outstanding registration statement in form and substance reasonably satisfactory to Dealer, to cover the resale of such Restricted Shares in accordance with customary resale registration procedures, including covenants, conditions, representations, underwriting discounts (if applicable), commissions (if applicable), indemnities due diligence rights, opinions and certificates, and such other documentation as is customary for equity resale underwriting agreements for comparably sized equity offerings by comparably sized companies, all reasonably acceptable to Dealer. If Dealer, in its sole reasonable discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply. If Dealer is satisfied with such procedures and documentation, it shall sell the Restricted Shares pursuant to such registration statement during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Restricted Shares (which, for the avoidance of doubt, shall be (x) the Share Termination Payment Date in case of settlement in Share Termination Delivery Units pursuant to Section 10(i) above or (y) the Settlement Date in respect of the final Expiration Date for all Daily Number of Warrants) and ending on the Exchange Business Day on which Dealer, acting in a commercially reasonable manner, completes the sale of all Restricted Shares or, in the case of settlement of Share Termination Delivery Units, a sufficient number of Restricted Shares so that the realized net proceeds of such sales equals or exceeds the Payment Obligation (as defined above). If the Payment Obligation exceeds the realized net proceeds from such resale, Company shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Business Day immediately following such resale the amount of such excess (the “Additional Amount”) in cash or in a number of Shares (“Make-whole Shares”) in an amount that, based on the Settlement Price on such day (as if such day was the “Valuation Date” for purposes of computing such Settlement Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares. If Company elects to pay the Additional Amount in Shares, the requirements and provisions for Registration Settlement shall apply. This provision shall be applied successively until the Additional Amount is equal to zero. In no event shall Company deliver a number of Restricted Shares greater than the Maximum Number of Shares. (iii) Without limiting the generality of the foregoing, Company agrees that (A) any Restricted Shares delivered to Dealer may be transferred by and among Dealer and its affiliates and Company shall effect such transfer without any further action by Dealer and (B) after the period of 6 months from the Trade Date (or 1 year from the Trade Date if, at such time, informational requirements of Rule 144(c) under the Securities Act are not satisfied with respect to Company) has elapsed in respect of any Restricted Shares delivered to Dealer, Company shall promptly remove, or cause the transfer agent for such Restricted Shares to remove, any legends referring to any such restrictions or requirements from such Restricted Shares upon request by Dealer (or such affiliate of Dealer) to Company or such transfer agent, without any requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer). Notwithstanding anything to the contrary herein, to the extent the provisions of Rule 144 of the Securities Act or any successor rule are amended, or the applicable interpretation thereof by the Securities and Exchange Commission or any court change after the Trade Date, the agreements of Company herein shall be deemed modified to the extent necessary, in the opinion of outside counsel of Company, to comply with Rule 144 of the Securities Act, as in effect at the time of delivery of the relevant Shares or Share Termination Delivery Property. (iv) If the Private Placement Settlement or the Registration Settlement shall not be effected as set forth in clauses (i) or (ii), as applicable, then failure to effect such Private Placement Settlement or such Registration Settlement shall constitute an Event of Default with respect to which Company shall be the Defaulting Party.

  • Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities A Holder of an Unrestricted Definitive Security may exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this subparagraph (iii).

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