Common use of Failure to Borrow Clause in Contracts

Failure to Borrow. In the event that, in the good faith, commercially reasonable judgment of a Forward Seller, such Forward Seller (or its Affiliate) is unable to borrow and deliver for sale under this Agreement its pro rata share of the Borrowed Initial Securities or in the good faith, commercially reasonable judgment of a Forward Seller, such Forward Seller (or its Affiliate) determines that such Forward Seller would incur a stock loan cost in excess of a rate equal to 200 basis points per annum to do so, then, in each case, at the Closing Date (i) such Forward Seller shall only be required to deliver for sale to the Underwriters the aggregate number of shares of Common Stock that such Forward Seller is able to so borrow at or below such cost and (ii) the Company shall issue and sell to each Underwriter, pursuant to this Section, an aggregate number of shares of Common Stock equal to the number of Borrowed Initial Securities that such Forward Seller does not so deliver and sell to the Underwriters. In connection with such issuance and sale by the Company, the Company and the Representatives shall have the right to postpone the Closing Date for a period not exceeding two business days in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriters pursuant to this subsection (e) in lieu of Borrowed Initial Securities are referred to herein as the “Standby Initial Securities.”

Failure to Borrow. In the event that, in the good faith, commercially reasonable judgment of a Forward SellerCounterparty, such Forward Seller (or its Affiliate) Counterparty is unable to borrow and deliver for sale under this Agreement its pro rata share of the Borrowed Initial Securities or the Calculation Agent (as such term is defined in the good faith, commercially reasonable judgment of a respective Forward Seller, such Forward Seller (or its AffiliateAgreement) determines that it is either impracticable for such Forward Seller Counterparty to do so or such Forward Counterparty would incur a stock loan cost in excess of a rate equal to 200 basis points per annum to do so, then, in each case, at the Closing Date (i) such Forward Seller Counterparty shall only be required to deliver for sale to the Underwriters the aggregate number of shares of Common Stock that such Forward Seller Counterparty is able to so borrow at or below such cost and (ii) the Company shall issue and sell to each Underwriter, pursuant to this Section, an aggregate number of shares of Common Stock equal to the number of Borrowed Initial Securities that such Forward Seller Counterparty does not so deliver and sell to the Underwriters. In connection with such issuance and sale by the Company, the Company and the Representatives shall have the right to postpone the Closing Date for a period not exceeding two business days in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriters pursuant to this subsection (e) in lieu of Borrowed Initial Securities are referred to herein as the “Standby Initial Securities.”