Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxx-Xxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx Xxxxx-Xxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities reference therein) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time Xxxxx-Xxxxxx before the filing and Xxxxxxx Xxxxx Xxxxx-Xxxxxx has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx Xxxxx-Xxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxx-Xxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx-Xxxxxx any advance copy of such filing or to provide Xxxxx-Xxxxxx an opportunity to object to such filing if such filing does not name Xxxxx-Xxxxxx or does not relate to the transactions contemplated by this Agreement, and (C) the only remedy Xxxxx-Xxxxxx shall have with respect to the failure by the Company to provide Xxxxx-Xxxxxx with such copy or the filing of such amendment or supplement despite Xxxxx-Xxxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxx-Xxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); (iv) the Company will furnish to Xxxxx-Xxxxxx a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which Xxxxx-Xxxxxx reasonably objects; and (v) not to take any action that would result in Xxxxx-Xxxxxx or the Company being required to file with the Commission pursuant to Rule 424(b)(8433(d) of under the Securities Act)Act a free writing prospectus prepared by or on behalf of Xxxxx-Xxxxxx that Xxxxx-Xxxxxx otherwise would not have been required to file thereunder.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xx Xxxxx (provided, however, that the failure of Xxxxxxx Xx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xx Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xx Xxxxx shall have with respect to the failure to by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx BTIG (provided, however, that the failure of Xxxxxxx Xxxxx BTIG to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within BTIG a reasonable period of time before the filing and Xxxxxxx Xxxxx BTIG has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxxxx Xxxxx BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Shares pursuant to this Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder); (iv) the Company will furnish to Xxxxxxx Xxxxx BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional informationinformation related to the Placement; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information; information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b)(8424(b) of relating to the Securities Act)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Rxxxxxx Jxxxx under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx Rxxxxxx Jxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Rxxxxxx Jxxxx’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Rxxxxxx Jxxxx’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Rxxxxxx Jxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Rxxxxxx Jxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Rxxxxxx Jxxxx’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Rxxxxxx Jxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Rxxxxxx Jxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Rxxxxxx Jxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Rxxxxxx Jxxxx’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Rxxxxxx Jxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Jxxxxx under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx Jxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Jxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Jxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Jxxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Jxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Jxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Jxxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Jxxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Jxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Jxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Jxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx Xxxxxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Xxxxxxxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Xxxxxxxxxx has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxxxx Xxxxx Xxxxxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that the Company has no obligation to provide Xxxxxxxxxx any advance copy of such filing or to provide Xxxxxxxxxx an opportunity to object to such filing if such filing does not name Xxxxxxxxxx or does not relate to the transactions contemplated hereunder, and (C) that the only remedy Xxxxxxxxxx shall have with respect to the failure by the Company to provide Xxxxxxxxxx with such copy shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Bxxxx under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx Bxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Bxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Bxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Bxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Bxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Bxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Bxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Bxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Bxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Bxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Bxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments or supplements that do not name Xxxxx and do not relate to, or which would not reasonably be expected to have a material impact on, the transactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information other than amendments, supplements or requests that do not relate to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement; (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided; and (C) that the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two business days (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided; provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act , or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of any Placement Shares, the Company shall file a final prospectus pursuant to Rule 424(b)(8424(b) of relating to the Securities Act)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx Xxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities reference therein) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time Xxxxxxx before the filing and Xxxxxxx Xxxxx Xxxxxxx has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx Xxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxxxx Xxxxxxx any advance copy of such filing or to provide Xxxxxxx Xxxxxxx an opportunity to object to such filing if such filing does not name Xxxxxxx Xxxxxxx or does not relate to the transactions contemplated by this Agreement, and (C) the only remedy Xxxxxxx Xxxxxxx shall have with respect to the failure by the Company to provide Xxxxxxx Xxxxxxx with such copy or the filing of such amendment or supplement despite Xxxxxxx Xxxxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, and provided further, however, that the Company shall not be required to provide Xxxxx with any copy of any such document in advance if the filing does not name Xxxxx, does not relate to the transactions contemplated by this Agreement or is being filed in connection with a separate offering pursuant to the same Registration Statement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement , (B) the Company has no obligation to provide Cxxxx any advance copy of such filing or to provide Cxxxx an opportunity to object to such filing if the filing does not name Cxxxx or does not relate to the transaction herein provided, and (C) the only remedy Cxxxx shall have with respect to the failure by the Company to provide Cxxxx with such copy or the filing of such amendment or supplement despite Cxxxx’x objection shall be to cease making sales under this Agreement); (iv) and the Company will furnish to Xxxxxxx Xxxxx Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities ADSs is required to be delivered by Xxxxxxx Xxxxx BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities ADSs by Xxxxxxx Xxxxx BTIG (provided, however, that the failure of Xxxxxxx Xxxxx BTIG to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into ADSs (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within BTIG a reasonable period of time before the filing and Xxxxxxx Xxxxx BTIG has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxxxx Xxxxx BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of ADSs pursuant to this Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder); (iv) the Company will furnish to Xxxxxxx Xxxxx BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Xxxxxxx Xxxxx Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Cxxxx any advance copy of such filing or to provide Cxxxx an opportunity to object to such filing if the filing does not name Cxxxx and does not relate to the transaction herein provided, and (C) the only remedy Cxxxx shall have with respect to the failure by the Company to provide Cxxxx with such copy or the filing of such amendment or supplement despite Cxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a) based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company), and (v) prior to the termination of this Agreement, the Company will notify Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Xxxxx'x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Xxxxx'x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxx'x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxx'x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Merrill Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x requestreasonable request based upon advice of counsel, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement), provided, further, that the only remedy Xxxxx shall have with respect to the failure to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (B) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating specifically to the Placement Securities or a security convertible into the Placement Securities (which shall not include amendments or supplements relating generally to Common Stock or securities convertible into Common Stock) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not promptly and reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional informationinformation related to the Placement; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (Xxxxx, provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as such filings or requests relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx, does not relate to the transaction contemplated hereby or is being filed in connection with a separate offering pursuant to the same Registration Statement and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Xxxxxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Xxxxxxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Xxxxxxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Xxxxxxxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Xxxxxxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Xxxxxxxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Xxxxxxxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Xxxxxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act; and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, and provided further, however, that the Company shall not be required to provide Xxxxx with any copy of any such document in advance if the filing does not name Xxxxx, does not relate to the transactions contemplated by this Agreement or is being filed in connection with a separate offering pursuant to the same Registration Statement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Xxxxxxx Xxxxx Xxxxxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Xxxxxxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Xxxxxxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Xxxxxxxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Xxxxxxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xxxxxxxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Xxxxxxxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Xxxxxxxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx Xxxxxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Xxxxxxxxxx any advance copy of such filing or to provide Xxxxxxxxxx an opportunity to object to such filing if the filing does not name Xxxxxxxxxx or does not relate to the transaction herein provided; and provided, further, that the only remedy Xxxxxxxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the initial date of this execution of the Original Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in each case, insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectus, or for any additional informationinformation related to the Prospectus, the Placement Shares or the transactions contemplated hereby; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xxxxx shall have with respect to any such failure by the Company as described in this clause (iii) will be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act; and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxx-Xxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Xxxxxxx Xxxxx Xxxxx-Xxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares (other than an Incorporated Document) unless a copy thereof has been submitted to Xxxxxxx Xxxxx Xxxxx-Xxxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Xxxxx-Xxxxxx has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx Xxxxx-Xxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxx-Xxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Xxxxx-Xxxxxx any advance copy of such filing or to provide Xxxxx-Xxxxxx an opportunity to object to such filing if the filing does not name Xxxxx-Xxxxxx or does not relate to the transaction herein provided; and provided, further, that the only remedy Xxxxx-Xxxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxx-Xxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cxxxx-Xxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx Cxxxx-Xxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities reference therein) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time Cxxxx-Xxxxxx before the filing and Xxxxxxx Xxxxx Cxxxx-Xxxxxx has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx Cxxxx-Xxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx-Xxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Cxxxx-Xxxxxx any advance copy of such filing or to provide Cxxxx-Xxxxxx an opportunity to object to such filing if such filing does not name Cxxxx-Xxxxxx or does not relate to the transactions contemplated by this Agreement, and (C) the only remedy Cxxxx-Xxxxxx shall have with respect to the failure by the Company to provide Cxxxx-Xxxxxx with such copy or the filing of such amendment or supplement despite Cxxxx-Xxxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cxxxx-Xxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); (iv) the Company will furnish to Cxxxx-Xxxxxx a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which Cxxxx-Xxxxxx reasonably objects; and (v) not to take any action that would result in Cxxxx-Xxxxxx or the Company being required to file with the Commission pursuant to Rule 424(b)(8433(d) of under the Securities Act)Act a free writing prospectus prepared by or on behalf of Cxxxx-Xxxxxx that Cxxxx-Xxxxxx otherwise would not have been required to file thereunder.

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx JMP under the Securities Act (including in circumstances where such requirement may be satisfied pursuant with respect to Rule 172 under the Securities Act)offer and sale of the Placement Shares, (i) the Company will notify Xxxxxxx Xxxxx JMP promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation relating to the Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x JMP’s reasonable request, a free writing prospectus and any amendments or supplements to the Registration Statement or the Prospectus that, in Xxxxxxx Xxxxx’x JMP’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx JMP (provided, however, that the failure of Xxxxxxx Xxxxx JMP to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x JMP’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus, other than issue a Permitted Free Writing Prospectus relating to the Placement Shares (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities ) unless a copy thereof has been submitted to Xxxxxxx Xxxxx JMP within a reasonable period of time before the filing and Xxxxxxx Xxxxx JMP has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxxxx Xxxxx JMP to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x JMP’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and (B) that the Company has no obligation to provide JMP any advance copy of such filing or to provide JMP an opportunity to object to such filing if such filing does not name JMP or does not directly relate to the transactions contemplated hereunder) and the Company will furnish to Xxxxxxx Xxxxx JMP at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, or in the case of any Permitted Free Writing Prospectus, to be filed with the Commission to the extent required by Rule 424(b)(8) of 433 under the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (v) the Company will not prepare, use, authorize, approve, refer to or file any Permitted Free Writing Prospectus or file any such proposed amendment or supplement to which JMP reasonably objects.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxx-Xxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the "Prospectus Delivery Period"), (i) the Company will notify Xxxxxxx Xxxxx Xxxxx-Xxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities reference therein) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time Xxxxx-Xxxxxx before the filing and Xxxxxxx Xxxxx Xxxxx-Xxxxxx has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx Xxxxx-Xxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxx-Xxxxxx'x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx-Xxxxxx any advance copy of such filing or to provide Xxxxx-Xxxxxx an opportunity to object to such filing if such filing does not name Xxxxx-Xxxxxx or does not relate to the transactions contemplated by this Agreement, and (C) the only remedy Xxxxx-Xxxxxx shall have with respect to the failure by the Company to provide Xxxxx-Xxxxxx with such copy or the filing of such amendment or supplement despite Xxxxx-Xxxxxx'x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxx-Xxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company's reasonable opinion or reasonable objections, shall be made exclusively by the Company); (iv) the Company will furnish to Xxxxx-Xxxxxx a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which Xxxxx-Xxxxxx reasonably objects; and (v) not to take any action that would result in Xxxxx-Xxxxxx or the Company being required to file with the Commission pursuant to Rule 424(b)(8433(d) of under the Securities Act)Act a free writing prospectus prepared by or on behalf of Xxxxx-Xxxxxx that Xxxxx-Xxxxxx otherwise would not have been required to file thereunder.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the ADS Registration Statement or the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the ADS Registration Statement, the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement); (iii) the Company will not file any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the ADS Registration Statement, the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as such request relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx XX Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx XX Xxxxx (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement; provided, further, that the only remedy XX Xxxxx shall have with respect to the failure by the Company to comply with XX Xxxxx’x request (other than XX Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx XX Xxxxx within a reasonable period of time before the filing and Xxxxxxx XX Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Xxxxxxx XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide XX Xxxxx any advance copy of such filing or to provide XX Xxxxx an opportunity to object to such filing if the filing does not name XX Xxxxx or does not relate to the transaction herein provided and (C) the only remedy XX Xxxxx shall have with respect to the failure by the Company to provide XX Xxxxx with such copy or the filing of such amendment or supplement despite XX Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time two business days before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto within the two business day period (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if such filing does not name Xxxxx or does not relate to the transactions contemplated hereunder; provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx XX Xxxxx promptly of the time when any subsequent amendment to the ADS Registration Statement or the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx XX Xxxxx’x request, any amendments or supplements to the ADS Registration Statement, the Registration Statement or Prospectus that, in Xxxxxxx XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx XX Xxxxx (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx XX Xxxxx within a reasonable period of time before the filing and Xxxxxxx XX Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide XX Xxxxx any advance copy of such filing or to provide XX Xxxxx an opportunity to object to such filing if the filing does not name XX Xxxxx and does not relate to the transactions herein, and (C) the only remedy that XX Xxxxx shall have with respect to the failure by the Company to provide XX Xxxxx with such copy or the filing of such amendment or supplement despite XX Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the ADS Registration Statement, the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) during the term of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxx-Xxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) other than the Prospectus Supplement Suspension Period (as defined below) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx Xxxxx-Xxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference and amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectus, in either case related to the Placement, or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares (except for documents incorporated by reference therein) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time Xxxxx-Xxxxxx before the filing and Xxxxxxx Xxxxx Xxxxx-Xxxxxx has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx Xxxxx-Xxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxx-Xxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx-Xxxxxx any advance copy of such filing or to provide Xxxxx-Xxxxxx an opportunity to object to such filing if such filing does not name Xxxxx-Xxxxxx or does not relate to the transactions contemplated by this Agreement, and (C) the only remedy Xxxxx-Xxxxxx shall have with respect to the failure by the Company to provide Xxxxx-Xxxxxx with such copy or the filing of such amendment or supplement despite Xxxxx-Xxxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxx-Xxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); (iv) the Company will furnish to Xxxxx-Xxxxxx a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which Xxxxx-Xxxxxx reasonably objects; and (v) not to take any action that would result in Xxxxx-Xxxxxx or the Company being required to file with the Commission pursuant to Rule 424(b)(8433(d) of under the Securities Act)Act a free writing prospectus prepared by or on behalf of Xxxxx-Xxxxxx that Xxxxx-Xxxxxx otherwise would not have been required to file thereunder.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Cxxxx any advance copy of such filing or to provide Cxxxx an opportunity to object to such filing if the filing does not name Cxxxx or does not relate to the transaction herein provided, and (C) the only remedy Cxxxx shall have with respect to the failure by the Company to provide Cxxxx with such copy or the filing of such amendment or supplement despite Cxxxx’x objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to Xxxxxxx Xxxxx Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) prior to the termination of this Agreement, the Company will notify Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information; information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional informationinformation related to any Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx XX Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx XX Xxxxx (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that, without limiting its rights under Section 9(a), the only remedy XX Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx XX Xxxxx within a reasonable period of time before the filing and Xxxxxxx XX Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that, without limiting its rights under Section 9(a), the only remedy XX Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed) and the Company will furnish to Xxxxxxx XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the ProspectusProspectus relating to the Placement Shares, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.