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 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 Agent the Sales Agents at which such Placement Shares were sold, after deduction for (i) the Sales Agent's commission, discount discount, commission 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 Sales Agents hereunder pursuant to Section 8(g) 7(g) (Expenses) hereof, hereof and (iii) any transaction fees, trading expenses or execution fees imposed by any clearing organization or any governmental or self-regulatory organization and any other fees incurred by the Sales Agents 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 the Sales Agent's or its designee's account (provided Agent the Sales Agents 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 the Sales Agents 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 Agent, the Sales Agents, 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 each Sales Agent, its directors, officers, members, partners, employees and agents of such Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls such 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 Sales Agent (each, a "Sales Agent Affiliate"), 5 and such Sales Agent's clearing organization, 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) the Sales Agents 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 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 Agent the Sales Agents at which such Placement Shares were sold, after deduction for (i) Agent's commission, discount the Sales Agents' discount, commission 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 Sales Agents 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. "Point of Sale" means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to acquire such Placement Shares. (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 Sales Agents' or its designee's their designees' account (provided Agent the Sales Agents 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 the Sales Agents 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, it the Company will (i) hold each Sales Agent, its directors, officers, members, partners, employees and agents of such Sales Agent, each broker dealer affiliate of such Sales Agent, and each person, if any, who (A) controls the Sales Agents 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 such Sales Agent (each, a "Sales Agent 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) the Sales Agents 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, 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 Cowen at which such Placement Shares were sold, after deduction for (i) Agent's commission, Cowen's commission or 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 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 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 the 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 true and correct 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 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) Cowen any commission, commission or 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 third (3rd) Business Day (or such earlier day as is
agreed by the parties to be industry practice for regular-way trading) following the date on which such sales are made
(each, (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 the receipt of the Placement Shares sold (the "Net ("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 the commission or other compensation for such sales payable by the Company to Canaccord, as the case may be, pursuant to Section 3 2 hereof, as the case may be, (ii) any other amounts due and payable by the Company to Agent Canaccord hereunder pursuant to Section 8(g) (Expenses) 7(i) 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 Canaccord's accounts 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 Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On form, Canaccord will, on each Settlement Date, Agent will deliver the related Net Proceeds in same day funds delivered 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 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) (Indemnification and Contribution) 10 hereto, it will (i) hold Agent Canaccord -3- 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) Canaccord 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 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 Sales Agent at which such Placement Shares were sold, after deduction for (i) the Sales Agent's commission, discount discount, commission 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 the Sales Agent hereunder pursuant to Section 8(g) 7(g) (Expenses) hereof, and (iii) any transaction fees, trading expenses or execution fees imposed by any clearing organization or any governmental or self-regulatory organization and any other fees or expenses incurred by the Sales Agent 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 the Sales Agent's or its designee's account (provided the 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 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 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 the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the 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 Sales Agent (each, a "Sales Agent Affiliate"), and the Sales Agent's clearing organization, 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 the 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
3 "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 for such Placement Shares were sold, Shares, after deduction for (i) Agent'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 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 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) 9(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. default; provided, however, that the Company shall not be obligated to so indemnify and reimburse Agent if the Placement Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the Exchange, the American Stock Exchange or the NASDAQ; (ii) 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; (iii) 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 (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.
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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 Cowen at which such Placement Shares were sold, 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 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 Cowen's or its designee's account (provided Agent Cowen shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System ("DWAC") 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. Cowen will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. 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. The Company agrees that if the Company, or due to the Company's direct action or inaction, 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, the Company agrees that a failure by Cowen to provide instructions for delivery), 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 reasonably incurred and documented expense (including reasonable reasonably incurred 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 Cowen (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 the Designated Agent at which such Placement Shares were sold, after deduction for (i) the Designated Agent's commission, discount or other compensation for such sales payable by the Company pursuant to Section 3 hereof, set forth on Schedule 3, (ii) any other amounts due and payable by the Company to the Designated Agent 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 the Designated Agent's or its designee's account (provided the Designated Agent 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 ("DWAC") 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 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 the Designated 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) 9(a) (Company Indemnification) hereto, it will (i) hold the Designated Agent 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 Company, and (ii) pay to the Designated Agent (without duplication) any commission, discount, discount or other compensation to which it would otherwise have been entitled absent such default. (c) Sales Through Agents. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Common Stock or any other equity security of the Company shall only be effected by or through an Agent, and only a single Agent, on any single given date, and in no event shall the Company request that more than one Agent sell Placement Shares on the same day; provided, however, that (i) the foregoing limitation shall not apply to (A) any sales of Common Stock or any other equity security of the Company upon the exercise of any option, warrant, right or any conversion privilege set forth in the instruction governing such securities or any settlement of a restricted stock unit, (B) sales solely to employees, directors, consultants, service providers or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such person and (ii) such limitation shall not apply (A) on any day during which no sales are made pursuant to this Agreement or (B) during a period in which the Company has notified the Agents that it will not sell Common Stock under this Agreement and (1) no Placement Notice is pending or (2) after a Placement Notice has been withdrawn.
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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 Cowen at which such Placement Shares were sold, after deduction for (i) Agent's commission, Cowen's commission or discount or other compensation for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other unpaid amounts due and payable by the Company to Agent Cowen 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 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 the 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 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 Cowen (without duplication) any commission, discount, commission or other compensation discount to which it would otherwise have been entitled absent such default.
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Settlement. (a) Settlement of Placement
Shares. Securities. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement
Shares Securities will occur on the
second (2nd) third business day that is also a 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 Compa
...ny on a Settlement Date against receipt of the Placement Shares Securities sold (the "Net Proceeds") will be equal to the aggregate sales price received by the applicable Sales Agent at which such Placement Shares Securities were sold, after deduction for less (i) such Sales 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) 2 hereof, and (iii) (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. Securities. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares Securities being sold by crediting the applicable Sales Agent's or its their designee's account (provided Agent such Sales Agents shall have given the Company written notice of such designee not less than one 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, the applicable 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 If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares Securities 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) (Indemnification and Contribution) hereto, 9 hereof, it will (i) hold Agent the Sales Agents 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 Sales Agents any commission, discount, or other compensation to which it they would otherwise have been entitled absent such default.
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