Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement
...Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such Placement Shares were sold, after deduction for (i) Agent's commission, discount or other compensation for such sales payable by the Company pursuant to Section 3 hereof, (ii) any other amounts due and payable by the Company to Agent hereunder pursuant to Section 8(g) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Agent's or its designee's account (provided Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) hereto, it will (i) hold Agent harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.
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Settlement. (a) Settlement
of Sales of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement
for of sales of
any of the Placement Shares
hereunder will occur on the
second (2nd) third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Sett
...lement Date against receipt of the Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such Placement Shares were sold, after deduction for (i) Agent's commission, discount or other compensation CF&Co's commission for such sales payable by the Company pursuant to Section 3 hereof, 2, (ii) any other amounts due and payable by the Company to Agent CF&Co hereunder pursuant to Section 8(g) (Expenses) hereof, 7(g) and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold hereunder by crediting Agent's CF&Co's or its designee's account (provided Agent CF&Co shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto Parties, which Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized any of the Placement Shares on a Settlement Date through no fault of Agent, Date, the Company agrees that that, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) hereto, 9(a), it will (i) hold Agent CF&Co, the directors, officers, partners, employees and agents of CF&Co and each person, if any, who (A) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (B) is controlled by or is under common control with CF&Co (other than the Company and its subsidiaries) (a "CF&Co Affiliate"), harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company Company, and (ii) pay to Agent (without duplication) CF&Co any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default. default; provided, however, that the Company shall not be obligated to so indemnify and reimburse CF&Co if the Placement Shares are not delivered due to (w) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange; (x) a general moratorium on commercial banking activities declared by either 4 federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (y) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (z) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.
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Settlement. (a) Settlement
of Sales of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement
for of sales of
any of the Placement Shares
hereunder will occur on the
second (2nd) third (3rd) Trading Day (or such earlier day as is
required by Commission rule or industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be del
...ivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such Placement Shares were sold, after deduction for (i) Agent's commission, discount or other compensation CF&Co's commission for such sales payable by the Company pursuant to Section 3 hereof, 2, (ii) any other amounts due and payable by the Company to Agent CF&Co hereunder pursuant to Section 8(g) (Expenses) hereof, 7(g) and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold hereunder by crediting Agent's CF&Co's or its designee's account (provided Agent CF&Co shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto Parties, which Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized any of the Placement Shares on a Settlement Date through no fault of Agent, Date, the Company agrees that that, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) hereto, 9(a), it will (i) hold Agent CF&Co, the directors, officers, partners, employees and agents of CF&Co and each person, if any, who (A) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (B) is controlled by or is under common control with CF&Co (other than the Company and its subsidiaries) (a "CF&Co Affiliate"), harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company Company, and (ii) pay to Agent (without duplication) CF&Co any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default. default; provided, however, that the Company shall not be obligated to so indemnify and reimburse CF&Co if the Placement Shares are not delivered due to (w) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange; (x) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (y) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (z) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.
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Settlement. (a) Settlement
of Sales of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement
for of sales of
any of the Placement Shares
hereunder will occur on the second (2nd) Trading Day (or such earlier day as is
required by Commission rule or industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to th
...e Company on a Settlement Date against receipt of the Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such Placement Shares were sold, after deduction for (i) Agent's commission, discount or other compensation CF&Co's commission for such sales payable by the Company pursuant to Section 3 hereof, 2, (ii) any other amounts due and payable by the Company to Agent CF&Co hereunder pursuant to Section 8(g) (Expenses) hereof, 7(g) and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold hereunder by crediting Agent's CF&Co's or its designee's account (provided Agent CF&Co shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto Parties, which Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized any of the Placement Shares on a Settlement Date through no fault of Agent, Date, the Company agrees that that, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) hereto, 9(a), it will (i) hold Agent CF&Co, the directors, officers, partners, employees and agents of CF&Co and each person, if any, who (A) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (B) is controlled by or is under common control with CF&Co (other than the Company and its subsidiaries) (a "CF&Co Affiliate"), harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company Company, and (ii) pay to Agent (without duplication) CF&Co any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default. default; provided, however, that the Company shall not be obligated to so indemnify and reimburse CF&Co if the Placement Shares are not delivered due to (w) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange; (x) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (y) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (z) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.
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Settlement.
(a) Settlement (a)Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares
by Ladenburg will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date agains
...t receipt of the such Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent Ladenburg at which such Placement Shares were sold, after deduction for (i) Agent's Ladenburg's commission, discount or other compensation for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other amounts due and payable by the Company to Agent Ladenburg hereunder pursuant to Section 8(g) 7(g) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization Governmental Authority (as defined below) in respect of such sales. (b) Delivery (b)Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by Ladenburg by crediting Agent's Ladenburg's or its designee's account (provided Agent Ladenburg shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent 4 Ladenburg will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. Ladenburg will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of such Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault (other than as a result of Agent, a failure by Ladenburg to provide instructions for delivery), the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) 9(a) (Indemnification and Contribution) hereto, it will (i) hold Agent Ladenburg harmless against any loss, claim, damage, or reasonable and reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to Agent Ladenburg (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. (c)One Agent. The Company agrees that any offer to sell Placement Shares, any solicitation of an offer to buy Placement Shares, or any sales of Placement Shares shall only be effected by or through only one of the Agents on any single given day and the Company shall in no event request that both Ladenburg and the Alternative Agent offer or sell Placement Shares on the same day. (d)Limitations on Offering Size. In no event shall the Company issue or sell through Ladenburg and the Alternative Agent such number or dollar amount of Placement Shares that would exceed the lesser of (A) together with all sales of Placement Shares under the Sales Agreements, the Maximum Amount and (B) the amount authorized from time to time to be issued and sold under the Sales Agreements by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to Ladenburg and the Alternative Agent in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Placement Shares sold pursuant to the Sales Agreements to exceed the Maximum Amount.
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Settlement. (a) Settlement of
Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of
Placement Shares will occur on the
second (2nd) third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of th
...e Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such Placement Shares were sold, BTIG for the Shares, after deduction for (i) Agent's commission, discount or other compensation BTIG's commission for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other amounts due and payable by the Company to Agent BTIG hereunder pursuant to Section 8(g) 7(g) (Expenses) hereof, hereof and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. 5 (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold by crediting Agent's BTIG's or its designee's account (provided Agent BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto Parties, which Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), agent, defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that Date, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) hereto, it by the Company), the Company will (i) hold Agent BTIG, its directors, officers, members, partners, employees and agents of BTIG and each person, if any, who (A) controls BTIG within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with BTIG (other than the Company and its subsidiaries) (a "BTIG Affiliate"), harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to Agent (without duplication) BTIG any commission, discount, commission or other compensation to which it would otherwise have been entitled absent such default. (c) Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement (i) if, after giving effect to the sale of such Shares, the aggregate number of Shares sold pursuant to this Agreement would exceed the lesser of (A) the Maximum Amount and (B) the number or amount authorized from time to time to be issued and sold under this Agreement by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to BTIG in writing, or (ii) at a price lower than the minimum price therefor authorized from time to time by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to BTIG in writing. Under no circumstances shall the aggregate number of Shares sold pursuant to this Agreement exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that compliance with the limitations set forth in this Section 5(c) on the number or amount of Shares that may be issued and sold under this Agreement shall be the sole responsibility of the Company, and that BTIG shall have no obligation in connection with such compliance.
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Settlement. (a) Settlement of
Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of
Placement Shares will occur on the
second (2nd) third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of th
...e Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such Placement Shares were sold, BTIG for the Shares, after deduction for (i) Agent's commission, discount or other compensation BTIG's commission for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other amounts due and payable by the Company to Agent BTIG hereunder pursuant to Section 8(g) 7(g) (Expenses) hereof, hereof and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold 5 by crediting Agent's BTIG's or its designee's account (provided Agent BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto Parties, which Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), agent, defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that Date, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) hereto, it by the Company), the Company will (i) hold Agent BTIG, its directors, officers, members, partners, employees and agents of BTIG and each person, if any, who (A) controls BTIG within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with BTIG (other than the Company and its subsidiaries) (a "BTIG Affiliate"), harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to Agent (without duplication) BTIG any commission, discount, commission or other compensation to which it would otherwise have been entitled absent such default. (c) Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement (i) if, after giving effect to the sale of such Shares, the aggregate number or gross sales proceeds of Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount or (B) the amount authorized from time to time to be issued and sold under this Agreement by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to BTIG in writing, or (ii) at a price lower than the minimum price therefor authorized from time to time by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to BTIG in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement to exceed the Maximum Amount.
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Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the
second (2nd) third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of th
...e Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such tendered to Ladenburg for the sale of Placement Shares were sold, Shares, after deduction for (i) Agent's commission, discount or other Ladenburg's compensation for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other amounts due and payable by the Company to Agent Ladenburg hereunder pursuant to Section 8(g) 7(h) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. sales by any federal, state, local or foreign governmental or regulatory commission, board, authority, agency, court, administrative or other governmental body having jurisdiction over the Company (each, a "Governmental Entity" and collectively, the "Governmental Entities"). (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Agent's Ladenburg's or its designee's account (provided Agent Ladenburg shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, tradable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent Ladenburg will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that Date, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) 9(a) (Indemnification and Contribution) hereto, below, it will (i) hold Agent Ladenburg harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay Company; provided that under no circumstances will Ladenburg be entitled to Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. (c) Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Placement Shares, the aggregate offering price of Shares sold pursuant to this Agreement and the Alternative Sales Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement and the Alternative Sales Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement and the Alternative Sales Agreement by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to Ladenburg in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to Ladenburg in writing. Under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement, the Alternative Sales Agreement or any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement, to exceed the Maximum Amount. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement and the Alternative Sales Agreement to exceed any applicable volume limitations set forth in the General Instructions to Form S-3.
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Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement
...Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such tendered to Ladenburg for the sale of Placement Shares were sold, Shares, after deduction for (i) Agent's commission, discount or other Ladenburg's compensation for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other amounts due and payable by the Company to Agent Ladenburg hereunder pursuant to Section 8(g) 7(h) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. sales by any federal, state, local or foreign governmental or regulatory commission, board, authority, agency, court, administrative or other governmental body having jurisdiction over the Company (each, a "Governmental Entity" and collectively, the "Governmental Entities"). (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Agent's Ladenburg's or its designee's account (provided Agent Ladenburg shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, tradable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent Ladenburg will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that Date, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) 9(a) (Indemnification and Contribution) hereto, below, it will (i) hold Agent Ladenburg harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay Company; provided that under no circumstances will Ladenburg be entitled to Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. (c) Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Placement Shares, the aggregate offering price of Shares sold pursuant to this Agreement and the Alternative Sales Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement and the Alternative Sales Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement and the Alternative Sales Agreement by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to Ladenburg in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to Ladenburg in writing. Under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement, the Alternative Sales Agreement or any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement, to exceed the Maximum Amount. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement and the Alternative Sales Agreement to exceed any applicable volume limitations set forth in the General Instructions to Form S-3.
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Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the
second (2nd) third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of th
...e Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such tendered to CF&Co for the sale of Placement Shares were sold, Shares, after deduction for (i) Agent's commission, discount or other CF&Co's compensation for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other amounts due and payable by the Company to Agent CF&Co hereunder pursuant to Section 8(g) 7(h) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. sales by any federal, state, local or foreign governmental or regulatory commission, board, authority, agency, court, administrative or other governmental body having jurisdiction over the Company (each, a "Governmental Entity" and collectively, the "Governmental Entities"). (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Agent's CF&Co's or its designee's account (provided Agent CF&Co shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, tradable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that Date, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) 9(a) (Indemnification and Contribution) hereto, below, it will (i) hold Agent CF&Co harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay Company; provided that under no circumstances will CF&Co be entitled to Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. (c) Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Placement Shares, the aggregate offering price of Shares sold pursuant to this Agreement and the Alternative Sales Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement and the Alternative Sales Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement and the Alternative Sales Agreement by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to CF&Co in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to CF&Co in writing. Under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement, the Alternative Sales Agreement or any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement, to exceed the Maximum Amount. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement and the Alternative Sales Agreement to exceed any applicable volume limitations set forth in the General Instructions to Form S-3.
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Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the
second (2nd) third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement
Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of th
...e Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such tendered to CF&Co for the sale of Placement Shares were sold, Shares, after deduction for for: (i) Agent's commission, discount or other CF&Co's compensation for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other amounts due and payable by the Company to Agent CF&Co hereunder pursuant to Section 8(g) 7(h) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. sales by any federal, state, local or foreign governmental or regulatory commission, board, authority, agency, court, administrative or other governmental body having jurisdiction over the Company (each, a "Governmental Entity" and collectively, the "Governmental Entities"). (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Agent's CF&Co's or its designee's account (provided Agent CF&Co shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, tradable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that Date, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) 9(a) (Indemnification and Contribution) hereto, below, it will (i) hold Agent CF&Co harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay Company; provided that under no circumstances will CF&Co be entitled to Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. (c) Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Placement Shares, the aggregate offering price of Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to CF&Co in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to CF&Co in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement, to exceed the Maximum Amount.
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