Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written conf
...irmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. "Trading Day" means any day on which Common Stock is purchased and sold on the Exchange.
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Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of
The NASDAQ Capital Market the NYSE American LLC (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent wil
...l provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. Act. "Trading Day" means any day on which shares of Common Stock is are purchased and sold on the Exchange. During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries, shall, for its own account, engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) in any proprietary trading or trading for the Agent's (or its affiliates' or subsidiaries') own account. Notwithstanding the foregoing, these restrictions shall not apply to bona fide transactions executed by the Agent on behalf and at the direction of any third party customer accounts.
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Sale of Placement Shares by the Agent. Subject to the
terms and conditions provisions of
this Agreement, Section 5(a), the Agent, for the period specified in
a the Placement Notice,
the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of
The NASDAQ Capital the Nasdaq Global Market (the "Exchange"), to sell the Placement Shares up to the amount
specified in, specified, and otherwise in accordance with the
... terms of, of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 415(a)(4) of the Securities Act, Act Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law and law. While a Placement Notice is in effect, neither the rules and regulations Agent nor any of its subsidiaries shall, for its own account, engage in (i) any short sale of any security of the Exchange, including but Company, as defined in Regulation SHO under the Exchange Act or (ii) any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case, if such activity would be prohibited under Regulation M under the Exchange Act ("Regulation M") or other anti-manipulation rules under the Securities Act. For the avoidance of doubt, this restriction shall not limited apply to negotiated transactions, with the Company's prior written consent. transactions by or on behalf of any customer of such Agent or transactions by such Agent to facilitate any such transactions by or on behalf of any customer of such Agent. "Trading Day" means any day on which Common Stock is purchased and sold traded on the Exchange.
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Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of
The NASDAQ Capital the Nasdaq Stock Market
LLC (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will
... provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. Act. "Trading Day" means any day on which shares of Common Stock is are purchased and sold on the Exchange. During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries, shall, for its own account, engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) any proprietary trading or trading for the Agent's (or its affiliates' or subsidiaries') own account. Notwithstanding the foregoing, these restrictions shall not apply to bona fide transactions executed by the Agent on behalf and at the direction of any third party customer accounts.
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Sale of Placement Shares by the Agent.
a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of
The the NASDAQ
Capital Stock Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide
... written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. Act. "Trading Day" means any day on which shares of Common Stock is are purchased and sold on the Exchange. b. During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries shall, for its own account, engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent, or (iii) any proprietary trading or trading for the Agent's (or its affiliates or subsidiaries) own account. Notwithstanding the foregoing, these restrictions shall not apply to bona fide transactions executed by the Agent on behalf and at the direction of any of their respective third party customer accounts.
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Sale of Placement Shares by the Agent.
(a) Subject to the
terms and conditions provisions of
this Agreement, Section 5(a), the Agent, for the period specified in
a the Placement Notice,
the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of
The NASDAQ the Nasdaq Capital Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms
of, of ...such Placement Notice. The Agent will provide written confirmation to the Company (including by e-mail correspondence to each of the individuals of the Company whose names are set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of 415(a)(4) under the Securities Act, including without limitation sales made directly on Act. 2 (b) During the Exchange, on term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries shall engage in any market making, bidding, stabilization or other existing trading market for activity with regard to the Common Stock or to related derivative securities if such activity would be prohibited under Regulation M or through a market maker. Subject other anti-manipulation rules under the Securities Act or any other law applicable to the terms of a Placement Notice, Company. Notwithstanding the foregoing, these restrictions shall not apply to bona fide transactions executed by the Agent may also sell Placement Shares by on behalf and at the direction of any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. "Trading Day" means any day on which Common Stock is purchased and sold on the Exchange. third party customer accounts.
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Sale of Placement Shares by the Agent.
Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, including Section 5(c), upon the Agent's acceptance of the terms of a Placement Notice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement,
the Agent, for the period specified in
a the Placement Notice,
the Agent will use its comm
...ercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations, the laws and regulations of England and Wales and the rules of The NASDAQ Capital the Nasdaq Global Select Market (the "Exchange"), ("Nasdaq") to sell the such Placement Shares up to the number or amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide 3 written confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number or amount of Placement Shares sold on such day, Trading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made Company. Unless otherwise specified by the Agent (as set forth Company in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the Exchange, or through Nasdaq, on or through any other existing trading market for the Common Stock or to or through a market maker. Subject to ADSs. If expressly authorized by the terms of Company (including in a Placement Notice, Notice), the Agent may also sell Placement Shares in negotiated transactions. Notwithstanding the provisions of Section 6(eee), except as may be otherwise agreed by the Company and the Agent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other method permitted person or entity if it does not sell Placement Shares for any reason other than a failure by law the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell such Placement Shares as required under this Agreement and regulations (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. For the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. purposes hereof, "Trading Day" means any day on which Common Stock is the ADSs are purchased and sold on the Exchange. Nasdaq.
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Sale of Placement Shares by the Agent. Subject to the
terms and conditions provisions of
this Agreement, Section 5(a), the Agent, for the period specified in
a the Placement Notice,
the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of
The NASDAQ Capital the Nasdaq Global Select Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the ter
...ms of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 415(a)(4) of the Securities Act, Act Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. law. "Trading Day" means any day on which Common Stock is purchased and sold traded on the Exchange. While a Placement Notice is in effect, neither the Agent nor any of its subsidiaries shall, for its own account, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO under the Exchange Act, or (ii) any market making bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each -3- case, if such activity would be prohibited under Regulation M under the Exchange Act or other anti-manipulation rules under the Securities Act. For the avoidance of doubt, this restriction shall not apply to transactions by or on behalf of any customer of the Agent or transactions by the Agent to facilitate any such transactions by or on behalf of any customer of the Agent.
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Sale of Placement Shares by the Agent.
Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, including Section 5(c), upon the Agent's confirmation of the terms of a Placement Notice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement,
the Agent, for the period specified in
a the Placement Notice,
the Agent will use its co
...mmercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the "Exchange"), the Nasdaq to sell the such Placement Shares up to the number or amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company no later (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) following the opening close of trading on Nasdaq (as defined in Section 6(q)) on the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number or amount of Placement Shares sold on such day, Trading Day, the compensation volume-weighted average price of the Placement Shares sold, the commission payable by the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made Company. Unless otherwise specified by the Agent (as set forth Company in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act, Act (which may include block transactions), including without limitation sales made directly on the Exchange, or through Nasdaq, on or through any other existing trading market for the Common Stock or to or through a market maker. Subject to If expressly authorized by the terms of Company (including in a Placement Notice, Notice), the Agent may also sell Placement Shares in privately negotiated transactions. Notwithstanding the provisions of Section 6(tt), except as may be otherwise agreed by the Company and the Agent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other method permitted person or entity if it does not sell Placement Shares for any reason other than a failure by law the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell such Placement Shares as required under this Agreement and regulations (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. For the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. purposes hereof, "Trading Day" means any day on which the Common Stock is purchased and sold on the Exchange. Nasdaq.
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Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement,
each Agent, for the period specified in a Placement Notice,
the Agent will use its commercially reasonable efforts consistent
2 with its normal trading and sales
practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the "Exchange"), practices, to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice.
The Such A
...gent will provide written confirmation confirmation, including by email or fax transmission, to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day, (ii) the volume weighted average price at which such Placement Shares were sold, (iii) the Gross Proceeds (as defined below) from such sales, (iv) the compensation payable by the Company to the such Agent pursuant to Section 2 with respect to such sales, and (v) the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the such Agent (as set forth in Section 5(b)) from the gross proceeds Gross Proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent Agents may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act, including Act Regulations, including, without limitation limitation, sales made directly on the Exchange, New York Stock Exchange (the "Exchange"), which the Class A Shares are listed on, on any other existing trading market for the Common Stock Class A Shares, or to or through a market maker. Subject to the terms of a Placement Notice, the Agent Agents may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including including, but not limited to to, negotiated transactions, with the Company's prior written consent. transactions. "Trading Day" means any day on which Common Stock is Class A Shares are purchased and sold on the Exchange.
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Sale of Placement Shares by the Agent.
Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, including Section 5(c), upon the Agent's acceptance of the terms of a Placement Notice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement,
the Agent, for the period specified in
a the Placement Notice,
the Agent will use its comm
...ercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital the Nasdaq Global Market (the "Exchange"), ("Nasdaq") to sell the such Placement Shares up to the number or amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number or amount of Placement Shares sold on such day, Trading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made Company. Unless otherwise specified by the Agent (as set forth Company in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the Exchange, or through Nasdaq, on or through any other existing trading market for the Common Stock or to or through a market maker. Subject to If expressly authorized by the terms of Company (including in a Placement Notice, Notice), the Agent may also sell Placement Shares in negotiated transactions. Notwithstanding the provisions of Section 6(ww), except as may be otherwise agreed by the Company and the Agent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other method permitted person or entity if it does not sell Placement Shares for any reason other than a failure by law the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell such Placement Shares as required under this Agreement and regulations (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. For the Exchange, including but not limited to negotiated transactions, with the Company's prior written consent. purposes hereof, "Trading Day" means any day on which the Common Stock is purchased and sold on the Exchange. principal market on which the Common Stock is then listed or quoted.
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