EX-1.1
from 8-K
42 pages
1. Issuance and Sale of Shares. the Company Agrees That, From Time to Time During the Term of This Agreement, on the Terms and Subject to the Conditions Set Forth Herein, It May Issue and Sell Through or to the Agent, as Sales Agent or Principal, Shares (The “Placement Shares”); of the Company’s Common Shares, Par Value $0.01 Per Share (The “Common Stock”); Provided However, That in No Event Shall the Company Issue or Sell Through the Agent Such Number of Placement Shares That (A) Exceeds the Number of Shares or Dollar Amount of Common Stock Registered on the Effective Registration Statement (As Defined Below) Pursuant to Which the Offering Is Being Made or (B) Exceeds the Number of Shares or Dollar Amount Registered on the Prospectus Supplement (As Defined Below) (The Lesser of (A) or (B) the “Maximum Amount”) and Provided Further, However, That in No Event Shall the Aggregate Number of Placement Shares Sold Pursuant to This Agreement Exceed the Number of Authorized but Unissued Shares of Common Stock. Notwithstanding Anything to the Contrary Contained Herein, the Parties Hereto Agree That Compliance With the Limitations Set Forth in This Section 1 on the Number of Placement Shares Issued and Sold Under This Agreement Shall Be the Sole Responsibility of the Company and That the Agent Shall Have No Obligation in Connection With Such Compliance, Provided That the Agent Follows the Lawful Trading Instructions Provided by the Company Pursuant to Any Placement Notice in All Material Respects. the Issuance and Sale of Placement Shares Through the Agent Will Be Effected Pursuant to the Registration Statement (As Defined Below), Although Nothing in This Agreement Shall Be Construed as Requiring the Company to Use the Registration Statement to Issue Any Placement Shares
12/34/56
