Common use of Rule 424 Prospectus Clause in Contracts

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements (any such prospectus or prospectus supplement being referred to herein as a “Prospectus”) to be used in connection with sales of the Registrable Securities under the Registration Statement and shall provide that the Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent possible. Without limiting the foregoing, so long as the Registration Statement is on Form S-1, and to the extent the Company is not otherwise able to utilize forward incorporation by reference pursuant to Item 12(b) of Form S-1, at any time the Company files a Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material information, the Company shall file a Prospectus to update the Registration Statement to include such material information, and shall file a post-effective amendment to the Registration Statement at the time of the filing by the Company of any Annual Report on Form 10-K. Except in the case of a Prospectus filed solely as required by the immediately preceding sentence, the Investor and its counsel shall have a reasonable opportunity to review and comment upon any such Prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment upon any such Prospectus within one (1) Business Day from the date the Investor receives the substantially final pre-filing version of such Prospectus.

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements (any such prospectus or prospectus supplement being referred to herein as a “Prospectus”) to be used in connection with sales resales of the Registrable Securities by the Investor under the Registration Statement and shall provide that during the Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent possible. Period Without limiting the foregoing, so long as the Registration Statement is on Form S-1, and to the extent the Company is not otherwise able to utilize forward incorporation by reference pursuant to Item 12(b) of Form S-1, at any time the Company files a Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material information, the Company shall file a Prospectus to update the Registration Statement to include such material information, and shall file a post-effective amendment to the Registration Statement at the time of the filing by the Company of any Annual Report on Form 10-K. Except in the case of a Prospectus filed solely as required by the immediately preceding sentence, the Investor and its counsel shall have a reasonable opportunity to review and comment upon any such Prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment upon any such Prospectus within one (1) Business Day from the date the Investor receives the substantially final pre-filing version of such Prospectus.

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements (any such prospectus or prospectus supplement being referred to herein as a “Prospectus”) to be used in connection with sales of the Registrable Securities under the Registration Statement and shall provide that the Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent possible. Without limiting the foregoing, so long as the Registration Statement is on Form S-1, and to the extent the Company is not otherwise able to utilize forward incorporation by reference pursuant to Item 12(b) of Form S-1, at any time the Company files a Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material information, the Company shall file a Prospectus to update the Registration Statement to include such material information, and shall file a post-effective amendment to the Registration Statement at the time of the filing by the Company of any Annual Report on Form 10-K. Except in the case of a Prospectus filed solely as required by the immediately preceding sentence, the Investor and its counsel shall have a reasonable opportunity to review and comment upon any such Prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment upon any such Prospectus within one (1) Business Day from the date the Investor receives the substantially final pre-filing version of such Prospectus.

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements (any such prospectus or prospectus supplement being referred to herein as a “Prospectus”) to be used in connection with sales of the Registrable Securities under the Registration Statement and shall provide that the Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent possibleStatement. Without limiting the foregoing, so long as the Registration Statement is on Form S-1, and to the extent the Company is not otherwise able to utilize forward incorporation by reference pursuant to Item 12(b) of Form S-1, at any time the Company files a Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material informationQ, the Company shall file a Prospectus to update the Registration Statement to include such material informationStatement, and shall file a post-effective amendment to the Registration Statement at the time of the filing by the Company of any Annual Report on Form 10-K. In addition, if the Company files a Current Report on Form 8-K containing material information, to the extent a Prospectus necessary to keep such Registration Statement and the prospectus used in connection therewith current, effective and available for the resale of all of the Registrable Securities, the Company shall file a Prospectus to update the Registration Statement to include such material information. Except in the case of a Prospectus filed solely as required by the immediately preceding sentence, the Investor and its counsel shall have a reasonable opportunity to review and comment upon any such Prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment upon any such Prospectus within one (1) Business Day from the date the Investor receives the substantially final pre-filing version of such Prospectus.

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements (any such prospectus or prospectus supplement being referred to herein as a “Prospectus”) to be used in connection with sales of the Registrable Securities under the Registration Statement and shall provide that the Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent possible. Without limiting the foregoing, so long as the Registration Statement is on Form S-1, and to the extent so long as the Company is not otherwise able to utilize or does not forward incorporation incorporate by reference pursuant to Item 12(b) of any material information on Form S-110-Q or Current Report on Form 8-K, at any time the Company files a Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material information, the Company shall file a Prospectus to update the Registration Statement to include such material information, and shall file a post-effective amendment to the Registration Statement at the time of the filing by the Company of any Annual Report on Form 10-K. Except in the case of a Prospectus filed solely as required by the immediately preceding sentence, the Investor and its counsel shall have a reasonable opportunity to review and comment upon any such Prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment upon any such Prospectus within one (1) Business Day from the date the Investor receives the substantially final pre-filing version of such Prospectus.

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements (any such prospectus or prospectus supplement being referred to herein as a “Prospectus”) to be used in connection with sales of the Registrable Securities under the Registration Statement and shall provide that the Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent possible. possible.1 Without limiting the foregoing, so long as the Registration Statement is on Form S-1, and to the extent the Company is not otherwise able to utilize forward incorporation by reference pursuant to Item 12(b) of Form S-1, at any time the Company files a Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material informationinformation (other than Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items), the Company shall file a Prospectus to update the Registration Statement to include such material information, and shall file a post-effective amendment to the Registration Statement at the time of the filing by the Company of any Annual Report on Form 10-K. Except in the case of a Prospectus filed solely as required by the immediately preceding sentence, the Investor and its counsel shall have a reasonable opportunity to review and comment upon any such Prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment upon any such Prospectus within one (1) Business Day from the date the Investor receives the substantially final pre-filing version of such Prospectus.