Common use of Sale and Delivery of Securities Clause in Contracts

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Managers agree that (x) the Company may from time to time seek to sell Shares through the Managers, acting as sales agents, or directly to the Managers acting as principals (any such agented or principal sale, a “Direct Sale”) or (y) the Company may, in consultation with the Forward Purchasers and the Managers, instruct the Forward Purchasers or their affiliates acting as forward sellers (any such sale, a “Forward Sale”) to borrow, offer and sell Shares through the Managers (acting as agents or principals of the Forward Purchasers), as follows: (a) The Company may submit to a Manager its orders (including any price, time or size limits or other customary parameters or conditions) to sell Shares on any Trading Day (as defined below) in a form and manner as mutually agreed to by the Company and such Manager; provided, however, that the Company will only submit its orders to one of the Managers on a single Trading Day. Such instruction shall also specify whether such Shares (i) will be sold through the Manager, acting as sales agent or principal in a Direct Sale, or (ii) borrowed by a Forward Purchaser or its affiliates and sold through the relevant Manager, as forward seller in connection with a Forward Sale. As used herein, “Trading Day” shall mean any trading day on the NYSE.