Common use of Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses Clause in Contracts

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Buyer Investor shall not previously have been advised, (b) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (c) the Company shall not have given due consideration to any comments thereon received from the Buyer Investor or its counselcounsel prior to filing with the Commission, or (cd) the Buyer Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor's right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the BuyerInvestor, the Buyer Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Investor and the Company shall expeditiously furnish to the Buyer Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.8, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the BuyerInvestor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the BuyerInvestor, the Company shall not file any (1) Prospectus Supplement with respect to the RD Securities Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Buyer promptlyInvestor promptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in ".pdf" format to an e-mail account designated by the Investor.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC any supplement (each, a “Prospectus Supplement Supplement”) to the initial Prospectus included in the Registration Statement at the time it was initially declared effective by the SEC (the “Initial Prospectus”) that relates to the Buyer, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file the Initial Prospectus or any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement(including each Prospectus Supplement in effect as of such time, together with the Prospectus, if any) to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement (as defined in the Registration Rights Agreement) that relates to the Buyer, this Agreement, the Warrants Note, the Warrant or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement prospectus supplement that relates to the Buyer, this Agreement, the Warrants Note, the Warrant or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus prospectus relating to the Registration Statement (“Prospectus”) to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 forty-eight (48) hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer within two (2) Business Days of receipt thereof and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 1000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Common Shares, the Warrants or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Common Shares, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (a) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerPurchaser, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerPurchaser, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Buyer Purchaser shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer Purchaser or its counsel, or (c) the Buyer Purchaser shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 twenty-four (24) hours) so inform the BuyerPurchaser, the Buyer Purchaser shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Purchaser and the Company shall expeditiously furnish to the Buyer Purchaser an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the BuyerPurchaser, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities the Registrable Shares by the BuyerPurchaser, the Company shall not file any Prospectus Supplement with respect to the RD Securities such securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer Purchaser promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx1933 Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 1000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 1000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities the Preferred Shares, Conversion Shares or Commitment Shares by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities such securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the any Buyer, this Agreement, the Warrants Certificate of Designations, the RD Securities, or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the any Buyer, this Agreement, the Warrants Certificate of Designations, the RD Securities or the transactions contemplated hereby or thereby with respect to which (a) the such Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the such Buyer or its counsel, or (c) the such Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the such Buyer, the such Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the such Buyer and the Company shall expeditiously furnish to the such Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the each Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 1000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the such Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the such Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except The Company has not made, and agrees that unless it obtains the prior written consent of the Buyer it will not make, an offer relating to the Securities that would constitute an “issuer free writing prospectus” as provided defined in this Agreement and other than periodic reports Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus”) required to be filed pursuant to the 1934 Act, by the Company shall not file or the Buyer with the SEC any amendment or retained by the Company or the Buyer under Rule 433 under the 1933 Act. The Buyer has not made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Registration Statement Securities that relates would constitute a Free Writing Prospectus required to be filed by the Buyer, this Agreement, the Warrants or the transactions contemplated hereby or thereby or file Company with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) retained by the Company shall not have given due consideration under Rule 433 under the 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to any comments thereon received from by the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has determined that treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it is necessary to amend has complied and will comply, as the Registration Statement or make any supplement to case may be, with the Prospectus to comply with requirements of Rules 164 and 433 under the 1933 Act or applicable to any other applicable law or regulationPermitted Free Writing Prospectus, including in which case respect of timely filing with the SEC, legending and record keeping. Buyers consent to the following Issuer Free Writing Prospectus: Press Release on CRG Amendment and Board Changes, issued by the Company shall promptly (but in no event later than 24 hours) so inform the Buyeron May 17, the Buyer shall be provided with 2018 and filed as a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptlyfree writing prospectus.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (a) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (ai) the Buyer Investor shall not previously have been advised, (bii) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (iii) the Company shall not have given due consideration to any comments thereon received from the Buyer Investor or its counselcounsel prior to filing with the Commission, or (civ) the Buyer Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the BuyerInvestor, the Buyer Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Investor and the Company shall expeditiously furnish to the Buyer Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.3, and not this Section 5.7, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the BuyerInvestor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the BuyerInvestor, the Company shall not file any (1) Prospectus Supplement with respect to the RD Securities Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Buyer promptlyInvestor promptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the any Buyer, this Agreement, the Warrants Statements of Designations, the Preferred Shares, the Warrants, or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the any Buyer, this Agreement, the Statements of Designations, the Preferred Shares, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the such Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the such Buyer or its counsel, or (c) the such Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the such Buyer, the such Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the such Buyer and the Company shall expeditiously furnish to the such Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the each Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the such Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the such Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports and current reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC any supplement (each, a “Prospectus Supplement Supplement”) to the initial Prospectus included in the Registration Statement at the time it was initially declared effective by the SEC (the “Initial Prospectus”) that relates to the Buyer, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 1930 Xxx) is xs required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file the Initial Prospectus or any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement(including each Prospectus Supplement in effect as of such time, together with the Prospectus, if any) to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (a) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerPurchasers, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerPurchasers, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Buyer Purchasers shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer Purchasers or its their counsel, or (c) the Buyer Purchasers shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 twenty-four (24) hours) so inform the BuyerPurchasers, the Buyer Purchasers shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Purchasers and the Company shall expeditiously furnish to the Buyer Purchasers an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the BuyerPurchasers, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities the Conversion Shares or Registered Shares by the BuyerPurchasers, the Company shall not file any Prospectus Supplement with respect to the RD Securities such securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer Purchasers promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Buyer Investor shall not previously have been advised, (b) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (c) the Company shall not have given due consideration to any comments thereon received from the Buyer Investor or its counselcounsel prior to filing with the Commission, or (cd) the Buyer Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the BuyerInvestor, the Buyer Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Investor and the Company shall expeditiously furnish to the Buyer Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.8, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the BuyerInvestor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the BuyerInvestor, the Company shall not file any (1) Prospectus Supplement with respect to the RD Securities Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Buyer promptlyInvestor promptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (a) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerPurchaser, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerPurchaser, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Buyer Purchaser shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer Purchaser or its counsel, or (c) the Buyer Purchaser shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 twenty-four (24) hours) so inform the BuyerPurchaser, the Buyer Purchaser shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Purchaser and the Company shall expeditiously furnish to the Buyer Purchaser an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the BuyerPurchaser, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities the Warrants, Warrant Shares or the Commitment Shares by the BuyerPurchaser, the Company shall not file any Prospectus Supplement with respect to the RD Securities such securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer Purchaser promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx1933 Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (a) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (ai) the Buyer Investor shall not previously have been advised, (bii) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (iii) the Company shall not have given due consideration to any comments thereon received from the Buyer Investor or its counselcounsel prior to filing with the Commission, or (civ) the Buyer Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the BuyerInvestor, the Buyer Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Investor and the Company shall expeditiously furnish to the Buyer Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.3, and not this Section 5.7, shall apply with respect to the Registration Statement). In addition, for so long as, in the reasonable opinion of counsel for the BuyerInvestor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the BuyerInvestor, the Company shall not file any (1) Prospectus Supplement with respect to the RD Securities Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Buyer promptlyInvestor promptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this AgreementAgreement or any other Transaction Document, the Notes, the Warrants or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this AgreementAgreement or any other Transaction Document, the Notes, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the Buyer, this AgreementInvestor, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Buyer Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer Investor or its counsel, or (c) the Buyer Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the BuyerInvestor, the Buyer Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Investor and the Company shall expeditiously furnish to the Buyer Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the BuyerInvestor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale purchase of RD Securities Shares by the BuyerInvestor, the Company shall not file any Prospectus Supplement with respect to the RD Securities Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Buyer Investor promptly. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 1000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Agreement or any Transaction Document or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants Agreement or any Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx1933 Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Indenture, the Notes or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants Indenture, the Notes or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities (other than the Series A Warrant Shares and the Series B Warrant Shares) by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities (other than the Series A Warrant Shares and the Series B Warrant Shares) without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 1000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities the Convertible Promissory Note or Conversion Shares by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities such securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerInvestor, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Buyer Investor shall not previously have been advised, (b) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (c) the Company shall not have given due consideration to any comments thereon received from the Buyer Investor or its counselcounsel prior to filing with the Commission, or (cd) the Buyer Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the BuyerInvestor, the Buyer Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Investor and the Company shall expeditiously furnish to the Buyer Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.8, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the BuyerInvestor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the BuyerInvestor, the Company shall not file any (1) Prospectus Supplement with respect to the RD Securities Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Buyer promptlyInvestor promptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in pdf” format to an e-mail account designated by the Investor.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Indenture, the Notes, the Warrants or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Indenture, the Notes, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement (as defined in the Registration Rights Agreement) that relates to the Buyer, this Agreement, the Warrants Note, the Warrant or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement prospectus supplement that relates to the Buyer, this Agreement, the Warrants Note, the Warrant or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus prospectus relating to the Registration Statement (“Prospectus”) to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 forty-eight (48) hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer within two (2) Business Days of receipt thereof and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports and current reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC any supplement (each, a “Prospectus Supplement Supplement”) to the initial Prospectus included in the Registration Statement at the time it was initially declared effective by the SEC (the “Initial Prospectus”) that relates to the Buyer, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 1000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file the Initial Prospectus or any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement(including each Prospectus Supplement in effect as of such time, together with the Prospectus, if any) to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Exchange Act, the Company shall not file with the SEC Commission any amendment to the Registration Statement that relates to the BuyerPurchaser, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby or file with the SEC Commission any Prospectus Supplement that relates to the BuyerPurchaser, this Agreement, the Warrants Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Buyer Purchaser shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer Purchaser or its counsel, or (c) the Buyer Purchaser shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the BuyerPurchaser, the Buyer Purchaser shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer Purchaser and the Company shall expeditiously furnish to the Buyer Purchaser an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the BuyerPurchaser, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 XxxSecurities Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the BuyerPurchaser, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer Purchaser promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Warrants Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, the Warrants Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx1933 Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities the Preferred Shares or the Conversion Shares by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities such securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement, Agreement or the Warrants other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required to be delivered in connection with any acquisition or sale of RD Securities the Preferred Shares, Conversion Shares or Commitment Shares by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities such securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.