Common use of Covenants of the Underwriter Clause in Contracts

Covenants of the Underwriter. The Underwriter covenants with the Company (i) not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter, and (ii) that the Underwriter shall not include any “issuer information” (as defined in Rule 433) in any “free writing prospectus” (as defined in Rule 405) used or referred to by the Underwriter without the prior written consent of the Company, other than issuer information that is included (including through incorporation by reference) in a prospectus or free writing prospectus previously filed that relates to the Shares.