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 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 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 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 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, 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, Date, 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 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) Ladenburg 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 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, Date, 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, 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) One Agent. The Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of 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 more than one Agent offer or sell Shares on the same day.
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Settlement.
(a) 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
respective 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 MLV for such Placement Shares were sold, Shares, after deduction for (i) Agent's MLV'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) 2 hereof, and (iii) (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) 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 MLV's or its designee's account (provided Agent MLV 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, tradable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent MLV 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 MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) 11(a) hereto, it the Company will (i) hold Agent MLV 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 or its transfer agent (if applicable) and (ii) pay to Agent MLV (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 Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate number of Placement Shares sold pursuant to this Agreement would exceed the lesser of (i) together with all sales of Placement Shares under this Agreement, the Maximum Amount and (ii) the amount authorized from time to time to be 4 issued and sold under this Agreement by the Company's board of directors, a duly authorized committee thereof or a duly authorized executive committee. Under no circumstances shall the Company cause or request the offer or sale of any Placement 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 notice of such minimum price shall have been delivered MLV in writing.
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Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares
in an Agency Transaction 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 (each such date, an "Agency Settlement Date" and the first such
settlement date, Agency Settlement Date, the "First Delivery
Date"). Date"; and any Agenc...y Settlement Date and Principal Settlement Date shall be referred to as a "Settlement 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 BRFBR at which such Placement Shares were sold, after deduction for (i) Agent's BRFBR's commission, discount or other compensation for such sales payable by the Company pursuant to Section 3 hereof, 2 hereof or pursuant to any applicable Terms Agreement, (ii) any other amounts due and payable by the Company to Agent BRFBR hereunder pursuant to Section 8(g) (Expenses) 7(j) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. -6- (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 BRFBR's or its designee's account (provided Agent that BRFBR shall have given the Company written notice of such designee at least one Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System 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 against payment by BRFBR of the related Net Proceeds in same day respect of the sale of such Placement Shares in immediately available funds to an account designated by the Company on, or prior to, the Settlement Date. Upon such settlement, such Placement Shares shall be freely tradeable, transferable, registered shares in good deliverable form. 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, Date, 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 BRFBR 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) BRFBR 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
Placement Shares. Unless otherwise specified in the applicable Placement
Notice, Notice or Terms Agreement (as applicable), 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 Settle
...ment 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, for the Shares, after deduction for (i) Agent's commission, discount or other compensation commission for such sales payable by the Company pursuant to Section 3 hereof, 2 hereof in an Agency Transaction, or Agent's compensation, discounts or other fees pursuant to the terms of the applicable Terms Agreement in a Principal Transaction, as applicable, (ii) any other amounts due and payable by the Company to Agent hereunder and under any Terms Agreement, as applicable, pursuant to Section 8(g) 7(f) (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 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) 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 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 pursuant to the terms of Agent, the Company agrees that any Agency Transaction or Terms Agreement, 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, its directors, officers, members, partners, employees and agents of Agent and each person, if any, who (A) controls Agent 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 Agent (other than the Company and its subsidiaries), 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) any commission, discount, commission or other compensation (including the value of any market price discounts in any applicable Principal Transaction) 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 or any Terms Agreement (i) if, after giving effect to the sale of such Shares, the aggregate number of Shares sold pursuant to this Agreement and all Terms Agreements 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 Agent 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 6 authorized committee thereof or a duly authorized executive committee, and notified to Agent in writing. Under no circumstances shall the aggregate number of Shares sold pursuant to this Agreement and all Terms Agreements 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 and any Terms Agreement shall be the sole responsibility of the Company, and that Agent 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, Notice (as amended by the corresponding Acceptance, if applicable), 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 the Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent the Manager at which such Placement Shares were sold, after deduction for (i) Agent's the Manager'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 the Manager 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. 5 (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 the Manager's or its designee's account (provided Agent the Manager 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 the Manager will deliver the related Net Proceeds in same day 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, Date, 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) defend and hold Agent the Manager 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) the Manager 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 Shares, the aggregate amount of the Shares sold pursuant to this Agreement and the Alternative Distribution Agreements would exceed the lesser of (A) 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 and notified to the Manager 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 and notified to the Manager in writing. Further, under no circumstances shall the aggregate amount of Shares sold pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, exceed the Maximum Amount.
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Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement
Notice, Notice (as amended by the corresponding Acceptance, if applicable), 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 t
...o 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 the Manager at which such Placement Shares were sold, after deduction for (i) Agent's the Manager'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 the Manager 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. (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 the Manager's or its designee's account (provided Agent the Manager 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 the Manager will deliver the related Net Proceeds in same day 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, Date, 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) defend and hold Agent the Manager 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) the Manager 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 Shares, the aggregate amount of the Shares sold pursuant to this Agreement and the Alternative Distribution Agreements would exceed the lesser of (i) the Maximum Amount, (ii) the amount available for offer and sale under the currently effective Registration Statement, (iii) the amount authorized from time to time to be issued and sold under this Agreement by the Company and notified to the Manager in writing and (iv) the number of authorized but unissued Common Shares under the declaration of trust of the Company. 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 and notified to the Manager in writing. Further, under no circumstances shall the aggregate amount of Shares sold 6 pursuant to this Agreement and the Alternative Distribution Agreements, including any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative Distribution Agreements, 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 [—] for the sale of Placement Shares were sold, Shares, after deduction for (i) Agent's commission, discount or other [—]'s compensation for such sales payable by the Company pursuant to Section 3 2(a) hereof, (ii) any other amounts due and payable by the Company to Agent [—] 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 [—]'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 Date, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) hereto, below, 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 actually and reasonably incurred, arising out of or in connection with such default by the Company and (ii) pay Company; provided that under no circumstances will [—] be entitled to Agent (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 Shares, any solicitation of an offer to buy Shares, or any sales of 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 more than one Agent offer or sell Shares on the same day.
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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 respective Point of Sale (as defined below) (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 Settl
...ement Date against receipt of the Placement Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by the Designated Sales Agent at which such Placement Shares were sold, after deduction for (i) the Designated Sales Agent's commission, discount discount, commission 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) 2 hereof, and (iii) (ii) any transaction fees imposed by any clearing organization or 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, electronically transfer the Placement Shares being sold by crediting the Designated Sales Agent's or its designee's account (provided the Designated Sales 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, tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Designated Sales 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 Date, through no fault of the Designated Sales Agent, 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 the Company will (i) hold the Designated Sales Agent, its directors, officers, members, partners, employees and agents of the Designated Sales Agent, each broker dealer affiliate of the Designated Sales Agent, and each person, if any, who (A) controls the Designated Sales Agent 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 the Designated Sales Agent (each, a "Designated Sales Agent Affiliate"), and the Designated Sales Agent's clearing organization, harmless against any loss, claim, damage, or actual, reasonable and documented expense (including actual, 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 the Designated Sales 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 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, Cowen, after deduction for (i) Agent's Cowen'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 Cowen 3 hereunder pursuant to Section 8(g) 7(g) (Expenses) hereof, less any reimbursements payable by Cowen to the Company herewith, 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 Cowen's or its designee's account (provided Agent Cowen 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 Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. Cowen will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of 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 Cowen 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 Cowen 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 or its transfer agent and (ii) pay to Agent Cowen (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 Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Placement 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 officer, and notified to Cowen in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement 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 officer, and notified to Cowen in writing.
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