Common use of Effective Registration Statement and Authorizations Clause in Contracts

Effective Registration Statement and Authorizations. No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus shall be in effect, and no proceedings for such purpose or pursuant to Section 8A of the Securities Act shall be pending before or threatened by the Commission, and there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties or operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Prospectus, that, in the judgment of BNYCMI, is material and adverse and that makes it, in the judgment of BNYCMI, impracticable or inadvisable to market the Issuance Shares on the terms and in the manner contemplated in the Prospectus.

Effective Registration Statement and Authorizations. No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus shall be in effect, and no proceedings for such purpose or pursuant to Section 8A of the Securities Act shall be pending before or threatened by the Commission, and there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties or operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Prospectus, that, in the judgment of BNYCMIBNYMCM, is material and adverse and that makes it, in the judgment of BNYCMIBNYMCM, impracticable or inadvisable to market the Issuance Common Shares on the terms and in the manner contemplated in the Prospectus.