Sales Program. a. Seller hereby appoints ▇▇▇▇▇▇▇▇▇▇▇ as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, ▇▇▇▇▇▇▇▇▇▇▇ accepts such appointment. ▇▇▇▇▇▇▇▇▇▇▇, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below. b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits ▇▇▇▇▇▇▇▇▇▇▇ to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, ▇▇▇▇▇▇▇▇▇▇▇ will not sell any Shares subject to this Plan at a price less than any applicable limit price. ▇. ▇▇▇▇▇▇▇▇▇▇▇ may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if ▇▇▇▇▇▇▇▇▇▇▇ is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, ▇▇▇▇▇▇▇▇▇▇▇ or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by ▇▇▇▇▇▇▇▇▇▇▇ of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of ▇▇▇▇▇▇▇▇▇▇▇’▇ clients. ▇. ▇▇▇▇▇▇▇▇▇▇▇ may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers. e. Seller understands that ▇▇▇▇▇▇▇▇▇▇▇ may elect not to execute sales under this Plan when ▇▇▇▇▇▇▇▇▇▇▇, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to ▇▇▇▇▇▇▇▇▇▇▇). f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at ▇▇▇▇▇▇▇▇▇▇▇ in Seller’s name and for Seller’s benefit. ▇▇▇▇▇▇▇▇▇▇▇ will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. ▇▇▇▇▇▇▇▇▇▇▇ reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A. g. ▇▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇▇▇▇▇▇ the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. ▇▇▇▇▇▇▇▇▇▇▇ will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan. h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options: (i) ▇▇▇▇▇▇ agrees to maintain custody of the Stock Options. Seller agrees to provide to ▇▇▇▇▇▇▇▇▇▇▇, at such times and in such numbers as ▇▇▇▇▇▇▇▇▇▇▇ requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares. (ii) Seller authorizes ▇▇▇▇▇▇▇▇▇▇▇ to act as ▇▇▇▇▇▇’s agent and attorney-in-fact to exercise the Stock Options to purchase the Shares to be sold under the Plan. (iii) With respect to sales of the Shares to be issued pursuant to the exercise of Stock Options, Seller agrees that Seller is not entitled to receive dividends, rights or payments of any kind that are or will become payable to any purchaser of the Shares (for example, as a result of the sale of the Shares to a purchaser before the ex-dividend date) prior to the registration of the Shares in the name of ▇▇▇▇▇▇▇▇▇▇▇. Under such circumstances, ▇▇▇▇▇▇ agrees to pay or deliver to ▇▇▇▇▇▇▇▇▇▇▇ upon demand any and all funds, securities, dividends or distributions due to ▇▇▇▇▇▇▇▇▇▇▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall provide to the Seller at the end of each day on which Shares are sold by ▇▇▇▇▇▇▇▇▇▇▇ under this Plan, information sufficient to permit Seller to timely prepare and make all filings required under Sections 13 and 16 of the Exchange Act and Rule 144 under the Securities Act.
Appears in 1 contract
Sales Program. a. Seller hereby appoints ▇▇▇▇▇▇▇▇▇▇▇ as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, ▇▇▇▇▇▇▇▇▇▇▇ accepts such appointment. ▇▇▇▇▇▇▇▇▇▇▇, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below.
b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits ▇▇▇▇▇▇▇▇▇▇▇ to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, ▇▇▇▇▇▇▇▇▇▇▇ will not sell any Shares subject to this Plan at a price less than any applicable limit price.
▇. ▇▇▇▇▇▇▇▇▇▇▇ may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if ▇▇▇▇▇▇▇▇▇▇▇ is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, ▇▇▇▇▇▇▇▇▇▇▇ or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by ▇▇▇▇▇▇▇▇▇▇▇ of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of ▇▇▇▇▇▇▇▇▇▇▇’▇ clients.
▇. ▇▇▇▇▇▇▇▇▇▇▇ may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers.
e. Seller understands that ▇▇▇▇▇▇▇▇▇▇▇ may elect not to execute sales under this Plan when ▇▇▇▇▇▇▇▇▇▇▇, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to ▇▇▇▇▇▇▇▇▇▇▇).
f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at ▇▇▇▇▇▇▇▇▇▇▇ in Seller’s name and for Seller’s benefit. ▇▇▇▇▇▇▇▇▇▇▇ will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. ▇▇▇▇▇▇▇▇▇▇▇ reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A.
g. ▇▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇▇▇▇▇▇ the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. ▇▇▇▇▇▇▇▇▇▇▇ will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan.
h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options:
(iI) ▇▇▇▇▇▇ agrees to maintain custody of the Stock Options. Seller agrees to provide to ▇▇▇▇▇▇▇▇▇▇▇, at such times and in such numbers as ▇▇▇▇▇▇▇▇▇▇▇ requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares.
(ii) Seller authorizes ▇▇▇▇▇▇▇▇▇▇▇ to act as ▇▇▇▇▇▇’s agent and attorney-in-fact to exercise the Stock Options to purchase the Shares to be sold under the Plan.
(iii) With respect to sales of the Shares to be issued pursuant to the exercise of Stock Options, Seller agrees that Seller is not entitled to receive dividends, rights or payments of any kind that are or will become payable to any purchaser of the Shares (for example, as a result of the sale of the Shares to a purchaser before the ex-dividend date) prior to the registration of the Shares in the name of ▇▇▇▇▇▇▇▇▇▇▇. Under such circumstances, ▇▇▇▇▇▇ agrees to pay or deliver to ▇▇▇▇▇▇▇▇▇▇▇ upon demand any and all funds, securities, dividends or distributions due to ▇▇▇▇▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇▇▇▇▇ shall provide to the Seller at the end of each day on which Shares are sold by ▇▇▇▇▇▇▇▇▇▇▇ under this Plan, information sufficient to permit Seller to timely prepare and make all filings required under Sections 13 and 16 of the Exchange Act and Rule 144 under the Securities Act.
Appears in 1 contract
Sales Program. a. Seller hereby appoints ▇▇▇▇▇▇▇▇▇▇▇ as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, ▇▇▇▇▇▇▇▇▇▇▇ accepts such appointment. ▇▇▇▇▇▇▇▇▇▇▇, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below.
b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits ▇▇▇▇▇▇▇▇▇▇▇ to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, ▇▇▇▇▇▇▇▇▇▇▇ will not sell any Shares subject to this Plan at a price less than any applicable limit price.
▇. ▇▇▇▇▇▇▇▇▇▇▇ may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if ▇▇▇▇▇▇▇▇▇▇▇ is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, ▇▇▇▇▇▇▇▇▇▇▇ Oppenheimer or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by ▇▇▇▇▇▇▇▇▇▇▇ of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of ▇▇▇▇▇▇▇▇▇▇▇’▇ clients.
▇. ▇▇▇▇▇▇▇▇▇▇▇ may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers.
e. Seller understands that ▇▇▇▇▇▇▇▇▇▇▇ Oppenheimer may elect not to execute sales under this Plan when ▇▇▇▇▇▇▇▇▇▇▇, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to ▇▇▇▇▇▇▇▇▇▇▇).
f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at ▇▇▇▇▇▇▇▇▇▇▇ in Seller’s name and for Seller’s benefit. ▇▇▇▇▇▇▇▇▇▇▇ will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. ▇▇▇▇▇▇▇▇▇▇▇ Oppenheimer reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A.
g. ▇▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇▇▇▇▇▇ the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. ▇▇▇▇▇▇▇▇▇▇▇ will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan.
h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options:
(i) ▇▇▇▇▇▇ agrees to maintain custody of the Stock Options. Seller agrees to provide to ▇▇▇▇▇▇▇▇▇▇▇, at such times and in such numbers as ▇▇▇▇▇▇▇▇▇▇▇ requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares.
(ii) Seller authorizes ▇▇▇▇▇▇▇▇▇▇▇ to act as ▇▇▇▇▇▇’s agent and attorney-in-fact to exercise the Stock Options to purchase the Shares to be sold under the Plan.
(iii) With respect to sales of the Shares to be issued pursuant to the exercise of Stock Options, Seller agrees that Seller is not entitled to receive dividends, rights or payments of any kind that are or will become payable to any purchaser of the Shares (for example, as a result of the sale of the Shares to a purchaser before the ex-dividend date) prior to the registration of the Shares in the name of ▇▇▇▇▇▇▇▇▇▇▇. Under such circumstances, ▇▇▇▇▇▇ agrees to pay or deliver to ▇▇▇▇▇▇▇▇▇▇▇ upon demand any and all funds, securities, dividends or distributions due to ▇▇▇▇▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇▇▇▇▇ shall provide to the Seller at the end of each day on which Shares are sold by ▇▇▇▇▇▇▇▇▇▇▇ under this Plan, information sufficient to permit Seller to timely prepare and make all filings required under Sections 13 and 16 of the Exchange Act and Rule 144 under the Securities Act.
Appears in 1 contract
Sales Program. a. Seller hereby appoints ▇▇▇▇▇▇▇▇▇▇▇ as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, ▇▇▇▇▇▇▇▇▇▇▇ accepts such appointment. ▇▇▇▇▇▇▇▇▇▇▇, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below.
b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits ▇▇▇▇▇▇▇▇▇▇▇ to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, ▇▇▇▇▇▇▇▇▇▇▇ will not sell any Shares subject to this Plan at a price less than any applicable limit price.
▇. ▇▇▇▇▇▇▇▇▇▇▇ may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if ▇▇▇▇▇▇▇▇▇▇▇ is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, ▇▇▇▇▇▇▇▇▇▇▇ Oppenheimer or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by ▇▇▇▇▇▇▇▇▇▇▇ of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of ▇▇▇▇▇▇▇▇▇▇▇’▇ clients.
▇. ▇▇▇▇▇▇▇▇▇▇▇ may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers.
e. Seller understands that ▇▇▇▇▇▇▇▇▇▇▇ Oppenheimer may elect not to execute sales under this Plan when ▇▇▇▇▇▇▇▇▇▇▇, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to ▇▇▇▇▇▇▇▇▇▇▇).
f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at ▇▇▇▇▇▇▇▇▇▇▇ in Seller’s name and for Seller’s benefit. ▇▇▇▇▇▇▇▇▇▇▇ will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. ▇▇▇▇▇▇▇▇▇▇▇ reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A.
g. ▇▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇▇▇▇▇▇ the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. ▇▇▇▇▇▇▇▇▇▇▇ will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan.
h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options:
(i) ▇▇▇▇▇▇ agrees to maintain custody of the Stock Options. Seller agrees to provide to ▇▇▇▇▇▇▇▇▇▇▇, at such times and in such numbers as ▇▇▇▇▇▇▇▇▇▇▇ requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares.
(ii) Seller authorizes ▇▇▇▇▇▇▇▇▇▇▇ to act as ▇▇▇▇▇▇’s agent and attorney-in-fact to exercise the Stock Options to purchase the Shares to be sold under the Plan.
(iii) With respect to sales of the Shares to be issued pursuant to the exercise of Stock Options, Seller agrees that Seller is not entitled to receive dividends, rights or payments of any kind that are or will become payable to any purchaser of the Shares (for example, as a result of the sale of the Shares to a purchaser before the ex-dividend date) prior to the registration of the Shares in the name of ▇▇▇▇▇▇▇▇▇▇▇. Under such circumstances, ▇▇▇▇▇▇ agrees to pay or deliver to ▇▇▇▇▇▇▇▇▇▇▇ upon demand any and all funds, securities, dividends or distributions due to ▇▇▇▇▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇▇▇▇▇ shall provide to the Seller at the end of each day on which Shares are sold by ▇▇▇▇▇▇▇▇▇▇▇ under this Plan, information sufficient to permit Seller to timely prepare and make all filings required under Sections 13 and 16 of the Exchange Act and Rule 144 under the Securities Act.
Appears in 1 contract
Sales Program. a. Seller hereby appoints ▇▇▇▇▇▇▇▇▇▇▇ as Seller’s agent for purposes of implementing this Plan. Subject to the terms and conditions set forth herein, ▇▇▇▇▇▇▇▇▇▇▇ accepts such appointment. ▇▇▇▇▇▇▇▇▇▇▇, acting as an agent, agrees to use commercially reasonable efforts to effect sales of the Shares for the account of Seller in accordance with the specific instructions set forth in Exhibit A and the other provisions of this Plan as set forth below.
b. Seller’s order to sell the Shares under this Plan will be handled on a “not held” basis. A “not held” order permits ▇▇▇▇▇▇▇▇▇▇▇ to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, ▇▇▇▇▇▇▇▇▇▇▇ will not sell any Shares subject to this Plan at a price less than any applicable limit price.
▇. ▇▇▇▇▇▇▇▇▇▇▇ may sell the Shares subject to this Plan on a national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if ▇▇▇▇▇▇▇▇▇▇▇ is a market maker or dealer in the Shares at the time that any sale is to be made under this Plan, ▇▇▇▇▇▇▇▇▇▇▇ or its affiliates may, at its sole discretion, purchase such Shares from Seller in its capacity as a market maker or dealer. Nothing herein will preclude the sale by ▇▇▇▇▇▇▇▇▇▇▇ of the Shares for its own account, or the solicitation or execution of purchase or sale orders of the Shares for the account of ▇▇▇▇▇▇▇▇▇▇▇’▇ clients.
▇. ▇▇▇▇▇▇▇▇▇▇▇ may aggregate orders for Seller with orders for other sellers of shares of Issuer common stock that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them in a block or in multiple smaller transactions, and allocate an average price to each seller on a pro rata basis based on the ratio of (i) the number of shares of Issuer common stock to be sold by a seller to (ii) the total number of shares of Issuer common stock sold on behalf of all sellers.
e. Seller understands that ▇▇▇▇▇▇▇▇▇▇▇ may elect not to execute sales under this Plan when ▇▇▇▇▇▇▇▇▇▇▇, in its sole discretion, has determined it is appropriate to refrain from such sales due to any market disruption or any legal, regulatory or contractual restriction (including any restriction pursuant to a contract or internal policy, or otherwise applicable to ▇▇▇▇▇▇▇▇▇▇▇).
f. Seller agrees to deposit the Shares subject to this Plan prior to the commencement of any sales of the Shares under this Plan (excluding, if applicable, the Shares that will be issued upon the exercise of the Stock Options) into an account at ▇▇▇▇▇▇▇▇▇▇▇ in Seller’s name and for Seller’s benefit. ▇▇▇▇▇▇▇▇▇▇▇ will not effect any sale under this Plan (excluding, if applicable, sales of the Shares to be issued upon the exercise of Stock Options) if the Shares to be sold under this Plan are not in such account. ▇▇▇▇▇▇▇▇▇▇▇ reserves the right to terminate this Plan if such Shares have not been deposited into such account prior to the commencement of the earliest sale period set forth in Exhibit A.
g. ▇▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇▇▇▇▇▇ the commission per Share indicated on Exhibit A for each sale of Shares under this Plan. ▇▇▇▇▇▇▇▇▇▇▇ will deduct its commission, applicable transaction fees and, with respect to the sale of Shares underlying Stock Options, the exercise price and any applicable taxes from the proceeds of any sale of the Shares under this Plan.
h. If this Plan relates to the sale of Shares to be issued upon the exercise of Stock Options:
(i) ▇▇▇▇▇▇ agrees to maintain custody of the Stock Options. Seller agrees to provide to ▇▇▇▇▇▇▇▇▇▇▇, at such times and in such numbers as ▇▇▇▇▇▇▇▇▇▇▇ requests, all necessary documentation, including stock option exercise notices (each, an “Exercise Notice”), in the form provided by Issuer, for the Stock Options, properly executed, to effect the exercise of the Stock Options and the subsequent sale and settlement of the underlying Shares.
(ii) Seller authorizes ▇▇▇▇▇▇▇▇▇▇▇ to act as ▇▇▇▇▇▇’s agent and attorney-in-fact to exercise the Stock Options to purchase the Shares to be sold under the Plan.
(iii) With respect to sales of the Shares to be issued pursuant to the exercise of Stock Options, Seller agrees that Seller is not entitled to receive dividends, rights or payments of any kind that are or will become payable to any purchaser of the Shares (for example, as a result of the sale of the Shares to a purchaser before the ex-dividend date) prior to the registration of the Shares in the name of ▇▇▇▇▇▇▇▇▇▇▇. Under such circumstances, ▇▇▇▇▇▇ agrees to pay or deliver to ▇▇▇▇▇▇▇▇▇▇▇ upon demand any and all funds, securities, dividends or distributions due to ▇▇▇▇▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇▇▇▇▇ shall provide to the Seller at the end of each day on which Shares are sold by ▇▇▇▇▇▇▇▇▇▇▇ under this Plan, information sufficient to permit Seller to timely prepare and make all filings required under Sections 13 and 16 of the Exchange Act and Rule 144 under the Securities Act.
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