Common use of Securities Act Compliance Clause in Contracts

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (iv) of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of any preliminary prospectus or the Prospectus or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Agent in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, Commission relating to the Registration Statement or the Prospectus; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any Free Writing Prospectus; (iii) of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement becomes effective, ; and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration StatementStatement or any post-effective amendment thereto, any Rule 462(b) Registration Statement or notice objecting any amendment or supplement to its use pursuant to Rule 401(g)(2), the Prospectus or of any order preventing or suspending the use of any preliminary prospectus Free Writing Prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best commercially reasonable efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject moment (provided that the determination to Sections 3(a) and 3(d), will file an amendment or not to the Registration Statement or will file a new registration statement and use its best efforts to have such any amendment or new registration statement declared effective as soon as practicablesupplement with the Commission shall be based on the Company’s reasonable opinion and made exclusively by the Company). Additionally, the Company agrees that it shall comply with the provisions of Rules Rule 424(b) and 430BRule 433, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations or Rule 433 were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall will promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall will use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall will enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(dSection 4.A(a), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall will comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After The Company will use its best efforts to cause the date Registration Statement and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as practicable. Prior to the termination of this Agreementthe offering of the Securities, the Company shall will not file or distribute any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file or distribute any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives in writing (i1) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Registration Statement shall have been filed with the Commission pursuant to Rule 462(b), (3) when, prior to termination of the receipt of any comments of, or requests for additional or supplemental information from the Commission, (ii) offering of the time and date of Securities, any filing of any post-effective amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effectiveor for any supplement to the Prospectus or for any additional information, (iv5) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of any preliminary prospectus Statement or the Prospectus institution or threatening of any such proceedings proceeding for that purpose or for any examination pursuant to Section 8(d) or 8(eand (6) of the Securities Act concerning receipt by the Registration Statement, (v) Company of any proceedings notification with respect to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening or initiation of any proceeding for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall will use its best efforts to prevent the issuance of any such stop order or notice of prevention or the suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any timequalification and, the Company will use its best efforts if issued, to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, possible the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b))withdrawal thereof.

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Disclosure Package or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of any preliminary prospectus or the Prospectus or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) the Disclosure Package or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-post- effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(dSection 4(a), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or notice objecting to its use pursuant to Rule 401(g)(2), any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon promptly as practicable. practicable Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The If, after the date of this Agreement, the Company receives notice pursuant to Rule 401(g)(2) under the Securities Act from the Commission or otherwise ceases to be eligible to use the automatic shelf registration form, the Company shall pay promptly advise the required Commission filing fees Representative in writing of such notice or ineligibility and, if Offered Shares remain unsold by the Underwriters, the Company will (i) promptly file a new registration statement or post-effective amendment on the proper form relating to the Shares within the time required by Rule 456(b)(1)(iOffered Shares, (ii) of the Securities Act Regulations without regard use its best efforts to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a cause such registration statement or post-effective amendment to be declared effective by the Registration Statement or on Commission as soon as practicable and (iii) promptly notify the cover page Representative in writing of a prospectus filed pursuant to Rule 424(b))such effectiveness.

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or notice objecting to its use pursuant to Rule 401(g)(2), any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Company will use its reasonable best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement moment or will file a new registration statement and use its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Company shall promptly advise the Representatives in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation any of the Common Shares Company’s securities from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its reasonable best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Company will use its reasonable best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Agent in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, ; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement, the ADS Registration Statements, any Rule 462(b) Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any Free Writing Prospectus; (iii) of the time and date that any post-effective amendment to the Registration Statement, the ADS Registration Statements or any Rule 462(b) Registration Statement becomes effective, ; and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, the ADS Registration Statements or notice objecting any post-effective amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to its use pursuant to Rule 401(g)(2), the Prospectus or of any order preventing or suspending the use of any preliminary prospectus Free Writing Prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares ADSs from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules Rule 424(b) and 430BRule 433, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations or Rule 433 were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Company shall promptly advise the Representatives in writing Representative of (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the CommissionCommission during the period beginning on the date hereof and ending on the later of the Second Closing Date or the date the Prospectus is no longer required by law to be delivered in connection with sales of Shares by an Underwriter or dealer, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or notice objecting to its use pursuant to Rule 401(g)(2), any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if purposes of which the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usehas knowledge. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable best efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Agent in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, ; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement, the ADS Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or any preliminary prospectus or the Free Writing Prospectus, ; (iii) of the time and date that any post-effective amendment to the Registration Statement, the ADS Registration Statement or any Rule 462(b) Registration Statement becomes effective, ; and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, the ADS Registration Statement or notice objecting any post-effective amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to its use pursuant to Rule 401(g)(2), the Prospectus or of any order preventing or suspending the use of any preliminary prospectus Free Writing Prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares ADSs from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules Rule 424(b) and 430BRule 433, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations or Rule 433 were received filed in a timely manner by with the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or notice objecting to its use pursuant to Rule 401(g)(2), any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The If, after the date of this Agreement, the Company receives notice pursuant to Rule 401(g)(2) under the Securities Act from the Commission or otherwise ceases to be eligible to use the automatic shelf registration form, the Company shall pay promptly advise the required Commission filing fees Representative in writing of such notice or ineligibility and, if Offered Shares remain unsold by the Underwriters, the Company will (i) promptly file a new registration statement or post-effective amendment on the proper form relating to the Shares within the time required by Rule 456(b)(1)(iOffered Shares, (ii) of the Securities Act Regulations without regard use its best efforts to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a cause such registration statement or post-effective amendment to be declared effective by the Registration Statement or on Commission as soon as practicable and (iii) promptly notify the cover page Representative in writing of a prospectus filed pursuant to Rule 424(b))such effectiveness.

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(dSection 3(A)(a), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Representatives Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or any post-effective amendment 1 125% of the Offering Price thereto or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of any preliminary prospectus or the Prospectus or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Offered Securities from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, thereunder and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of under the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(dSection 3(A)(a), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430C, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of under the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After Until the date completion of this Agreementthe public offer and sale of the Notes, the Company Issuers shall promptly advise the Representatives Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (iviii) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for receipt by the Issuers of any examination pursuant notification with respect to Section 8(d) or 8(e) the suspension of the Securities Act concerning qualification of the Registration Statement, (v) of Notes for sale in any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, jurisdiction or of the threatening or initiation of any proceeding proceedings for any of such purpose, and purposes (vi) if the Company becomes the subject of a proceeding under including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act in connection with the offering of the SharesAct). The Company Issuers shall use its best commercially reasonable efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company Issuers will use its best commercially reasonable efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), moment or will file an amendment to the Registration Statement or will file a new registration statement and use its their best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees Issuers agree that it they shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its commercially reasonable efforts to confirm that any filings made by the Company Issuers under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives ML in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(dSection 3(A)(a), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of under the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Agent, the Forward Seller and the Forward Purchaser in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, ; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any Free Writing Prospectus; (iii) of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement becomes effective, ; and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration StatementStatement or any post-effective amendment thereto, any Rule 462(b) Registration Statement or notice objecting any amendment or supplement to its use pursuant to Rule 401(g)(2), the Prospectus or of any order preventing or suspending the use of any preliminary prospectus Free Writing Prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Ordinary Shares or ADSs from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules Rule 424(b) and 430BRule 433, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations or Rule 433 were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Xxxxxx Xxxxxxx in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of under the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After The Company will use its best efforts to cause the date of this AgreementRegistration Statement, if not effective at the Representation Date, and any amendment thereof, to become effective as promptly as possible after the filing thereof. The Company shall promptly advise the Representatives in writing (i) of the receipt of will not file any comments of, or requests for additional or supplemental information from the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any Rule 434 Act Regulation term sheet or any 462(b) Act Regulation abbreviated Registration Statement, to which the Representatives shall reasonably object in writing after a reasonable opportunity to review such amendment or supplement. Subject to the foregoing sentences in this Section 3(a), if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus or supplement to the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus to be completed, or such supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence reasonably satisfactory to the Representatives of such timely filing. The Company promptly will advise the Representatives (i) when the Registration Statement, if not effective at the Representation Date, and any amendment thereto, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b); (iii) of the time and date that when any post-effective amendment to the Registration Statement becomes shall have been filed or become effective, ; (iv) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus or for any additional information; (v) of the receipt by the Company of any notification of, or if the Company otherwise has knowledge of, the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of any preliminary prospectus Statement or the Prospectus institution or threatening of any such proceedings proceeding for that purpose or for any examination pursuant to Section 8(d) or 8(epurpose; and (vi) of the Securities Act concerning receipt by the Registration Statement, (v) Company of any proceedings notification with respect to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening or initiation of any proceeding for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall will use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any timeand, the Company will use its best efforts if issued, to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, possible the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b))withdrawal thereof.

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Base Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or notice objecting to its use pursuant to Rule 401(g)(2), or of any order preventing or suspending the use of any preliminary prospectus the Base Prospectus or the Prospectus or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration StatementProspectus, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Ordinary Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and purposes or (vi) if of the receipt by the Company becomes the subject of a proceeding under Section 8A any notice of objection of the Securities Act in connection with Commission to the offering use of the SharesRegistration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act. The Company shall use its reasonable best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order of notice of prevention or suspension at any time, the Company will use its reasonable best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall will pay the required Commission filing registration fees relating to the Shares for this offering within the time period required by Rule 456(b)(1)(i) of under the Securities Act Regulations (without regard giving effect to the proviso therein and otherwise in accordance with Rules 456(btherein) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment any event prior to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b))Closing Date.

Securities Act Compliance. After the date of this AgreementAgreement and prior to the termination or completion of this offering, the Company shall promptly advise the Representatives Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration StatementStatement or any post-effective amendment thereto or any amendment or supplement to any Preliminary Prospectus, the Time of Sale Prospectus or notice objecting to its use pursuant to Rule 401(g)(2), the Prospectus or of any order preventing or suspending the use of any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such notice at any timetime prior to the termination or completion of the offering, the Company will use its best commercially reasonable efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules Rule 424(b) and 430Bor Rule 433, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations or Rule 433 were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(dSection 3(A)(a), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After For one year after the date of this Agreement, the Company shall promptly advise the Representatives Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its reasonable best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its reasonable best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its reasonable best efforts to have such amendment or new registration statement declared become effective as soon as practicable. Additionally, the Company agrees that it shall (i) pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act, (ii) comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, thereunder and will (iii) use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this AgreementExecution Time, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement Statement, any new registration statement relating to the Securities or any amendment or supplement to any preliminary prospectus the Preliminary Prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement or such new registration statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or of any order or notice from any Governmental Entity preventing or suspending the use of any preliminary prospectus the Registration Statement or such new registration statement, the Preliminary Prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its reasonable best efforts to prevent the issuance of any such stop order or such order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such prevention or suspension order or notice is issued at any time, the Company will use its reasonable best efforts to obtain the lifting or reversal of such order or notice thereof at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d)hereof, will file an amendment to the Registration Statement or will file a new registration statement and use its reasonable best efforts to have such amendment or new registration statement declared become effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of the Securities Act Regulations), including with respect to the timely filing of documents thereunder, and will use its reasonable best efforts to confirm that any filings made by the Company under such Rule 424(b) of under the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares Securities within the time required by Rule 456(b)(1)(i) of under the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of under the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Barclays Capital Inc. in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (iv) of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of any preliminary prospectus or the Prospectus or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares Securities within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Preliminary Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or notice objecting to its use pursuant to Rule 401(g)(2), or of any order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Ordinary Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its reasonable best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order of notice of prevention or suspension at any time, the Company will use its reasonable best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(dSection 3(A)(a), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of under the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Company shall promptly advise the Representatives in writing of (i) of the receipt of any comments of, or requests for amendment of the Registration Statement or the filing of a new registration statement or any amendment or supplement to the General Disclosure Package or the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for any additional or supplemental information from from, the CommissionCommission during the period beginning on the date hereof and ending on the later of the Second Closing Date or the date the Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is no longer required by law to be delivered in connection with sales of Shares by an Underwriter or dealer, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or new registration statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement or new registration statement becomes effective, effective and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or notice objecting to its use pursuant to Rule 401(g)(2), any post-effective amendment thereto or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus, or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if purposes of which the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usehas knowledge. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best reasonable efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d. The Company will effect all filings required under Rule 424(b), will file an amendment to in the Registration Statement or will file a new registration statement manner and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, within the Company agrees that it shall comply with the provisions of Rules time period required by Rule 424(b) and 430B, as applicable, of the Securities Act Regulations, including with respect to the timely filing of documents thereunder(without reliance on Rule 424(b)(8)), and will use its reasonable efforts take such steps as it deems necessary to confirm that any filings made by ascertain promptly whether the Company form of prospectus transmitted for filing under such Rule 424(b) of the Securities Act Regulations were was received in a timely manner for filing by the CommissionCommission and, in the event that it was not, it will promptly file such prospectus. The Company shall pay the required Commission filing fees relating to the Shares Shares, if applicable, within the time required by Rule 456(b)(1)(i) of under the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules Rule 456(b) and 457(r) of under the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives Agent in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, ; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement, the ADS Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any Free Writing Prospectus; (iii) of the time and date that any post-effective amendment to the Registration Statement, the ADS Registration Statement or any Rule 462(b) Registration Statement becomes effective, ; and (iv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, the ADS Registration Statement or notice objecting any post-effective amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to its use pursuant to Rule 401(g)(2), the Prospectus or of any order preventing or suspending the use of any preliminary prospectus Free Writing Prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares ADSs from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such usepurposes. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its reasonable best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules Rule 424(b) and 430BRule 433, as applicable, of under the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations or Rule 433 were received in a timely manner by the Commission. The Company shall will pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of under the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b))Act.”

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives ML in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of under the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission, (iiiii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iiiiv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (ivv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement, Statement or of any order or notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus Prospectus, or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares Series D Preferred Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceeding proceedings for any of such purpose, and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharespurposes. The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Sections Section 3(a) and 3(d), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B430A, as applicable, of under the Securities Act RegulationsAct, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).