Common use of Proprietary Trading by the Sales Agent Clause in Contracts

Proprietary Trading by the Sales Agent. The Sales Agent has advised the Company that during the Commitment Period the Sales Agent and/or its affiliates may purchase and sell shares of Common Stock for their respective accounts and for the accounts of their respective customers; provided, however, that (i) no such purchase or sale shall violate any provision of applicable law (including particularly but without limitation the 1933 Act or the 1934 Act or any regulation under either thereof) and (ii) no sale of shares of Common Stock shall be made by the Sales Agent for the account of the Sales Agent during any Selling Period unless (A) such sale is made pursuant to and in accordance with the terms of a Terms Agreement, (B) such sale is a sale by the Sales Agent of shares purchased, or deemed to have been purchased, from the Company as a “riskless principal” or in a similar capacity, (C) such sale is made in trading transactions in the ordinary course of business but only if neither the Company nor the Sales Agent is in violation of Regulation M of the 1934 Act Regulations or (D) the Company shall have consented thereto.