Common use of Amendments and Supplements to the Registration Statement Clause in Contracts

Amendments and Supplements to the Registration Statement. The Parent and the Company may from time to time but no later than three business days prior to the First Closing, by notice given to the Purchaser in accordance with this Agreement, supplement or amend the Registration Statement, including one or more supplements or amendments to correct any matter which would otherwise constitute a breach of any of the Parent’s or the Company’s representations, warranties contained in this Agreement had the Registration Statement not been supplemented or amended. Any such notice shall identify the particular representation or warranty to which such disclosure relates to the extent it is not reasonably apparent from such disclosure (a “Disclosure Supplement Notice”). Notwithstanding any other provision of this Agreement, but subject to the immediately preceding sentence, each such supplement or amendment of the Registration Statement will be deemed to modify Parent and the Company’s disclosure against the representations and warranties of Parent and the Company (and, to the extent such modified disclosure would have prevented such breach, be effective to cure and correct such breach), except that the Purchaser may, by giving written notice to the Parent and the Company within three business days following receipt of any supplement or amendment of the Registration Statement which supplement or amendment corrects a matter that would otherwise constitute a breach of any representation or warranty of the Parent or the Company under this Agreement such that the condition set forth in Section 1.3(b)(i) cannot be satisfied (determined, for the avoidance of doubt, as if the Registration Statement had remained in the form of Exhibit C), elect to terminate this Agreement pursuant to Section 5.12(b), in which case such right to terminate shall be the Purchaser’s sole remedy with respect to the breach identified in the Disclosure Supplement Notice.