Common use of Sales Program Clause in Contracts

Sales Program. a. Seller hereby appoints Xxxxxxxxxxx as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, Xxxxxxxxxxx accepts such appointment. Xxxxxxxxxxx, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below. b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits Xxxxxxxxxxx to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, Xxxxxxxxxxx will not sell any Shares subject to this Plan at a price less than any applicable limit price. x. Xxxxxxxxxxx may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if Xxxxxxxxxxx is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, Xxxxxxxxxxx or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by Xxxxxxxxxxx of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of Xxxxxxxxxxx’x clients. x. Xxxxxxxxxxx may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers. e. Seller understands that Xxxxxxxxxxx may elect not to execute sales under this Plan when Xxxxxxxxxxx, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to Xxxxxxxxxxx). f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at Xxxxxxxxxxx in Seller’s name and for Seller’s benefit. Xxxxxxxxxxx will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. Xxxxxxxxxxx reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A. g. Xxxxxx agrees to pay Xxxxxxxxxxx the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. Xxxxxxxxxxx will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan. h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options: (I) Xxxxxx agrees to maintain custody of the Stock Options. Seller agrees to provide to Xxxxxxxxxxx, at such times and in such numbers as Xxxxxxxxxxx requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares.

Sales Program. a. Seller hereby appoints Xxxxxxxxxxx as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, Xxxxxxxxxxx accepts such appointment. Xxxxxxxxxxx, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below. b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits Xxxxxxxxxxx to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, Xxxxxxxxxxx will not sell any Shares subject to this Plan at a price less than any applicable limit price. x. Xxxxxxxxxxx may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if Xxxxxxxxxxx is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, Xxxxxxxxxxx or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by Xxxxxxxxxxx of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of Xxxxxxxxxxx’x clients. x. Xxxxxxxxxxx may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers. e. Seller understands that Xxxxxxxxxxx may elect not to execute sales under this Plan when Xxxxxxxxxxx, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to Xxxxxxxxxxx). f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at Xxxxxxxxxxx in Seller’s name and for Seller’s benefit. Xxxxxxxxxxx will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. Xxxxxxxxxxx reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A. g. Xxxxxx agrees to pay Xxxxxxxxxxx the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. Xxxxxxxxxxx will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan. h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options: (Ii) Xxxxxx agrees to maintain custody of the Stock Options. Seller agrees to provide to Xxxxxxxxxxx, at such times and in such numbers as Xxxxxxxxxxx requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares. (ii) Seller authorizes Xxxxxxxxxxx to act as Xxxxxx’s agent and attorney-in-fact to exercise the Stock Options to purchase the Shares to be sold under the Plan. (iii) With respect to sales of the Shares to be issued pursuant to the exercise of Stock Options, Seller agrees that Seller is not entitled to receive dividends, rights or payments of any kind that are or will become payable to any purchaser of the Shares (for example, as a result of the sale of the Shares to a purchaser before the ex-dividend date) prior to the registration of the Shares in the name of Xxxxxxxxxxx. Under such circumstances, Xxxxxx agrees to pay or deliver to Xxxxxxxxxxx upon demand any and all funds, securities, dividends or distributions due to Xxxxxxxxxxx.

Sales Program. a. Seller hereby appoints Xxxxxxxxxxx as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, Xxxxxxxxxxx accepts such appointment. Xxxxxxxxxxx, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below. b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits Xxxxxxxxxxx to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, Xxxxxxxxxxx will not sell any Shares subject to this Plan at a price less than any applicable limit price. x. Xxxxxxxxxxx may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if Xxxxxxxxxxx is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, Xxxxxxxxxxx or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by Xxxxxxxxxxx of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of Xxxxxxxxxxx’x clients. x. Xxxxxxxxxxx may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers. e. Seller understands that Xxxxxxxxxxx may elect not to execute sales under this Plan when Xxxxxxxxxxx, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to Xxxxxxxxxxx). f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at Xxxxxxxxxxx in Seller’s name and for Seller’s benefit. Xxxxxxxxxxx will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. Xxxxxxxxxxx reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A. g. Xxxxxx agrees to pay Xxxxxxxxxxx the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. Xxxxxxxxxxx will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan. h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options: (Ii) Xxxxxx agrees to maintain custody of the Stock Options. Seller agrees to provide to Xxxxxxxxxxx, at such times and in such numbers as Xxxxxxxxxxx requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares. (ii) Seller authorizes Xxxxxxxxxxx to act as Xxxxxx’s agent and attorney-in-fact to exercise the Stock Options to purchase the Shares to be sold under the Plan. (iii) With respect to sales of the Shares to be issued pursuant to the exercise of Stock Options, Seller agrees that Seller is not entitled to receive dividends, rights or payments of any kind that are or will become payable to any purchaser of the Shares (for example, as a result of the sale of the Shares to a purchaser before the ex-dividend date) prior to the registration of the Shares in the name of Xxxxxxxxxxx. Under such circumstances, Xxxxxx agrees to pay or deliver to Xxxxxxxxxxx upon demand any and all funds, securities, dividends or distributions due to Xxxxxxxxxxx. x. Xxxxxxxxxxx shall provide to the Seller at the end of each day on which Shares are sold by Xxxxxxxxxxx under this Plan, information sufficient to permit Seller to timely prepare and make all filings required under Sections 13 and 16 of the Exchange Act and Rule 144 under the Securities Act.

Sales Program. a. Seller hereby appoints Xxxxxxxxxxx as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, Xxxxxxxxxxx accepts such appointment. Xxxxxxxxxxx, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below. b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits Xxxxxxxxxxx to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, Xxxxxxxxxxx will not sell any Shares subject to this Plan at a price less than any applicable limit price. x. Xxxxxxxxxxx may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if Xxxxxxxxxxx is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, Xxxxxxxxxxx Oppenheimer or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by Xxxxxxxxxxx of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of Xxxxxxxxxxx’x clients. x. Xxxxxxxxxxx may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers. e. Seller understands that Xxxxxxxxxxx Oppenheimer may elect not to execute sales under this Plan when Xxxxxxxxxxx, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to Xxxxxxxxxxx). f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at Xxxxxxxxxxx in Seller’s name and for Seller’s benefit. Xxxxxxxxxxx will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. Xxxxxxxxxxx reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A. g. Xxxxxx agrees to pay Xxxxxxxxxxx the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. Xxxxxxxxxxx will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan. h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options: (I) Xxxxxx agrees to maintain custody of the Stock Options. Seller agrees to provide to Xxxxxxxxxxx, at such times and in such numbers as Xxxxxxxxxxx requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares.