Common use of Short Sales and Confidentiality After The Date Hereof Clause in Contracts

Short Sales and Confidentiality After The Date Hereof. Each Investor covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period from the date hereof until the earlier of such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in full. Each Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Investor will maintain (and will cause its Affiliates, authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents) to maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of such transactions). Each Investor understands and acknowledges that the SEC currently takes the position that coverage of Short Sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance, and covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any such Short Sales.

Short Sales and Confidentiality After The Date Hereof. Each Investor Buyer covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales “short sales” during the period from the date hereof until the earlier of such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in full. Each Investor Buyer covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Investor Buyer will maintain (and will cause its Affiliates, authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents) to maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of this transaction), other than to such transactions)Person’s outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required by law. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall preclude any actions with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect “short sales” or similar transactions in the future. Each Investor Buyer understands and acknowledges that the SEC currently takes the position that coverage of Short Sales “short sales” of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance, and covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any such Short Sales.

Short Sales and Confidentiality After The Date Hereof. Each Investor covenants that neither it nor any Affiliates affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales short sales during the period from after the date hereof until the earlier Investor learned of such the Offering and ending at the time as (i) that the transactions contemplated by this Agreement are first has been publicly announced or (ii) this Agreement is terminated disclosed following the Company’s announcement described in fullSection 6.2. Each Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the CompanyCompany as described in 6.2, such the Investor will maintain (and will cause its Affiliatesmaintain, authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents) to maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents Offering (including the existence and terms of such transactionsthe Offering). Each Investor understands and acknowledges that the SEC currently takes the position that coverage of Short Sales short sales of shares of the Common Stock “against the box” prior to effectiveness the effective date of a resale registration statement the Registration Statement with securities included in such registration statement would be the Securities is a violation of Section 5 of the 1933 Securities Act, as set forth in Item 239.10 65, Section 5 under Section A, of the Securities Act Rules Compliance and Disclosure Interpretations Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, and covenants each Investor does not make any representation, warranty or covenant hereby that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any such Short Salesnot engage in short sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly disclosed as described in Section 6.2.

Short Sales and Confidentiality After The Date Hereof. Each The Investor covenants that neither it nor any Affiliates affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales short sales during the period from after the date hereof until the earlier Investor learned of such the Offering and ending at the time as (i) that the transactions contemplated by this Agreement are first has been publicly announced or (ii) this Agreement is terminated disclosed following the Company’s announcement described in fullSection 8.2 of the Company Purchase Agreement. Each The Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the CompanyCompany as described in said Section 8.2, such the Investor will maintain (and will cause its Affiliatesmaintain, authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents) to maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by Offering and the Transaction Documents Private Sale hereunder (including the existence and terms of such transactionsthe Offering and of the Private Sale). Each The Investor understands and acknowledges that the SEC currently takes the position that coverage of Short Sales short sales of shares of the Common Stock “against the box” prior to effectiveness the effective date of a resale registration statement with securities included in such registration statement would be the applicable Registration Statement for the applicable Common Stock is a violation of Section 5 of the 1933 Securities Act, as set forth in Item 239.10 65, Section 5 under Section A, of the Securities Act Rules Compliance and Disclosure Interpretations Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, and covenants the Investor does not make any representation, warranty or covenant hereby that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any such Short Salesnot engage in short sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly disclosed as described in Section 8.2 of the Company Purchase Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Investor covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period from the date hereof until the earlier of such time as (i) after the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in full. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Common Shares and Preferred Shares. Each Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Investor will maintain (and will cause its Affiliates, authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents) to maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Each Investor understands and acknowledges that the SEC currently takes the position that coverage of Short Sales short sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities 1933 Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance, and covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any such Short Sales.

Short Sales and Confidentiality After The Date Hereof. Each Investor covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it such Investor will execute any Short Sales during the period from the date hereof until the earlier of such time as (i) the transactions contemplated such Investor has purchased all Closing Securities purchasable by it under this Agreement are first publicly announced or (ii) this Agreement is its obligation to purchase any additional Closing Securities has been terminated in fullpursuant to Section 6.4(a). Each Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Investor will maintain (and will cause its Affiliates, authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents) to maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Each Investor understands and acknowledges that the SEC currently takes the position that coverage of Short Sales short sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities Act Rules Sections Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, SEC Division of Corporation Finance, Finance and hereby covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will such Investor shall execute any such Short Salesshort sales.

Short Sales and Confidentiality After The Date Hereof. Each The Investor covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period from the date hereof until the earlier of such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in full. Each The Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such the Investor will maintain (and will cause its Affiliates, authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents) to maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of such transactions). Each The Investor understands and acknowledges that the SEC currently takes the position that coverage of Short Sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance, and covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any such Short Sales.

Short Sales and Confidentiality After The Date Hereof. Each Investor covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period from the date hereof until the earlier of such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in full. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Each Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Investor will maintain (and will cause its Affiliates, authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents) to maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Each Investor understands and acknowledges that the SEC currently takes the position that coverage of Short Sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance, and covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any such Short Sales.