Common use of Ongoing Compliance of the Prospectus Clause in Contracts

Ongoing Compliance of the Prospectus. If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify the Placement Agents and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Placement Agents, without charge, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements thereto.

Ongoing Compliance of the Prospectus. If, at any time when a (1) If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleadingmisleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission, and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Registration Statement, Prospectus as then may be necessary so that the Prospectus as so amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, supplemented will not include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading, or if for any other reason it is necessarytherein, in the reasonable judgment light of counsel the circumstances existing when the Prospectus as so amended or supplemented is delivered to a purchaser, not misleading or so that the Company or counsel to the Placement Agents, Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances at the Time of Sale, not misleading or (ii) it is necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriters, and to such statement or omission or effects such compliance and will deliver to dealers as the Placement Agents, without chargeRepresentatives may designate, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretoto the Time of Sale Information as may be necessary so that the Time of Sale Information as so amended or supplemented will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the Time of Sale, not misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance of the Prospectus. If, at any time when a Prospectus prospectus relating to the Shares Notes (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event shall have occurred as a result of which the ProspectusRegistration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented, supplemented would, in the reasonable judgment of counsel to the Company Underwriters or counsel to the Placement AgentsCompany, include any an untrue statement of a material fact or fact, (A) in the case of the Prospectus and the Pricing Disclosure Package, omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under which they were madethe Securities Act) to the purchaser, not misleadingmisleading or, or (B) in the case of the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, or to file under the Exchange Act so as to comply therewith any document incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any amendment thereof or supplement thereto, the Company will promptly notify the Placement Agents and, subject to Section 4(b) hereof, will Representative promptly and prepare and file with the Commission, at Commission an appropriate amendment or supplement (in form and substance satisfactory to the Company’s expense, an Representative) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Placement Agents, without charge, such number of copies thereof declared effective as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretosoon as possible.

Ongoing Compliance of the Prospectus. If(1) If during the Prospectus Delivery Period, at any time when a Prospectus relating to as set out in the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, wouldsupplemented would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the reasonable judgment light of counsel the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Company Underwriters and to such dealers as the Representatives may designate, such amendments or counsel supplements to the Placement AgentsProspectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, misleading or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason (ii) it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, at any time necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriters and to such statement or omission or effects such compliance and will deliver to dealers as the Placement Agents, without chargeRepresentatives may designate, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretoto the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance of the Prospectus. If, at any time when a If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, wouldsupplemented would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the reasonable judgment light of counsel the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Company Underwriters and to such dealers as the Representatives may designate, such amendments or counsel supplements to the Placement AgentsProspectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, misleading or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason (ii) it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, at any time necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriters and to such statement or omission or effects such compliance and will deliver to dealers as the Placement Agents, without chargeRepresentatives may designate, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretoto the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance of the Prospectus. If, at any time when a (i) If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (A) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, supplemented would include any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading or (B) it is necessary to amend or supplement the Prospectus to comply with the Securities Act, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Registration StatementProspectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that the Prospectus will comply with law and (ii) if at any time prior to the Closing Date (A) any event shall occur or condition shall exist as a result of which the Time of Sale Information, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading, or if for any other reason it is necessarytherein, in the reasonable judgment light of counsel to the Company circumstances, not misleading or counsel to the Placement Agents, at any time (B) it is necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriters and to such statement or omission or effects such compliance and will deliver to dealers as the Placement Agents, without chargeRepresentatives may designate, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretoto the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance of the Prospectus. If, at any time when a (1) If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, misleading or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason (ii) it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, at any time necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriters and to such statement or omission or effects such compliance and will deliver to dealers as the Placement Agents, without chargeRepresentatives may designate, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretoto the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance of the Prospectus. If, at any time when a If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, supplemented would include any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleading, misleading or the Registration Statement, as then amended or supplemented, would, (ii) if in the reasonable judgment written opinion of counsel to the Company or counsel to the Placement AgentsUnderwriters, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, at any time necessary to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulationsapplicable law, the Company will as promptly as practicable notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission and furnish to the Registration Statement Underwriters and to such dealers as the Representative may designate, such amendments or an amendment or supplement supplements to the Prospectus as may be necessary so that corrects such statement the statements in the Prospectus as so amended or omission or effects such compliance and supplemented will deliver to not, in the Placement Agents, without charge, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with applicable law; provided, that the preparation, filing and furnishing of any amendment such amendments or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, supplements on or prior to the Closing, a copy date that is nine months after the first public offering of the Prospectus Shares shall be at the expense of the Company and any amendments or supplements theretothereafter shall be at the expense of the Underwriters.

Ongoing Compliance of the Prospectus. If, at any time when a (1) If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, wouldsupplemented would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the reasonable judgment light of counsel the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Company Underwriter and to such dealers as the Underwriter may designate, such amendments or counsel supplements to the Placement AgentsProspectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will 14 (NY) 27961/057/UA/ua.doc comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, misleading or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason (ii) it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, at any time necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriter thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriter and to such statement or omission or effects such compliance and will deliver to dealers as the Placement Agents, without chargeUnderwriter may designate, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretoto the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance of the Prospectus. If, at any time when a (1) If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleadingmisleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Registration StatementProspectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading, or if for any other reason it is necessarytherein, in the reasonable judgment light of counsel to the Company circumstances, not misleading or counsel to the Placement Agents, at any time (ii) it is necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriters and to such statement or omission or effects such compliance and will deliver to the Placement Agents, without charge, such number of copies thereof dealers as the Placement Agents Representative may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any designate such amendments or supplements theretoto the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance of the Prospectus. If, (i) If at any time when a Prospectus the Prospectus, as then amended or supplement, relating to the Shares Securities is required to be delivered under the Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement AgentsAgent, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement AgentsAgent, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement AgentsAgent, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify the Placement Agents Agent and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement (or a report to be filed and incorporated by reference in the Registration Statement or the Prospectus) or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Placement AgentsAgent, without charge, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e4(d) below, and (ii) if at any time prior to the Closing Date, the Company becomes aware of the occurrence of any event as a result of which the General Disclosure Package, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, at any time prior to the Closing Date to amend or supplement the General Disclosure Package to comply with the Act or the Rules and Regulations, the Company will promptly notify the Placement Agent and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the General Disclosure Package that corrects such statement or omission or effects such compliance and will deliver to the Placement Agent, without charge, copies thereof in compliance with Section 4(d) below. The Company consents to the use of the Prospectus or and the General Disclosure Package (and, in each case, any amendment or supplement thereto thereto) by the Placement AgentsAgent, and the Placement Agents agree Agent agrees to provide to each Investor, prior to the Closing, Investor a copy of the Prospectus and any amendments or supplements thereto.

Ongoing Compliance of the Prospectus. If, at any time when a (1) If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, wouldsupplemented would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the reasonable judgment light of counsel the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission, and furnish to the Company Underwriters and to such dealers as the Representatives may designate, such amendments or counsel supplements to the Placement AgentsProspectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, misleading or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason (ii) it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, at any time necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriters and to such statement or omission or effects such compliance and will deliver to dealers as the Placement Agents, without chargeRepresentatives may designate, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretoto the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance of the Prospectus. If, at any time when a (1) If during the Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus, Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, misleading or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason (ii) it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agents, at any time necessary to amend or supplement the Prospectus or the Registration Statement Time of Sale Information to comply with the Securities Act or the Rules and Regulationslaw, the Company will promptly immediately notify the Placement Agents Underwriters thereof and forthwith prepare and, subject to Section 4(bparagraph (c) hereofabove, will promptly prepare and file with the Commission, at the Company’s expense, an amendment Commission (to the Registration Statement or an amendment or supplement extent required) and furnish to the Prospectus that corrects Underwriters and to such statement or omission or effects such compliance and will deliver to dealers as the Placement Agents, without chargeRepresentative may designate, such number of copies thereof as the Placement Agents may reasonably request in compliance with Section 4(e) below. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements theretoto the Time of Sale Information (including by means of additional Issuer Free Writing Prospectuses) as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.