Common use of Renewal Deadline Clause in Contracts

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effect, the Company will, prior to the Renewal Deadline, (i) notify the Agent and (ii) file, if it is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the Agent, and then promptly notify the Agent of such filing. If, at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) notify the Agent, (ii) file a new shelf registration statement on the proper form relating to the Shares, in a form and substance reasonably satisfactory to the Agent, (iii) use its reasonable efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline, and then promptly notify the Agent of such effectiveness. The Company will take all other action necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated in the expired Registration Statement. After the effectiveness of any such new shelf registration statement, all references to the “Registration Statement” in this Agreement shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of such new registration statement; and all references to the “Base Prospectus” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of such new shelf registration statement.

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effectany Shares purchased by an Agent as principal remain unsold, the Company will, prior to the Renewal Deadline, (i) promptly notify the Agent Agents and (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the Agent, and then promptly notify the Agent of such filingAgents. If, at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) promptly notify the AgentAgents, (ii) promptly file a new shelf registration statement on the proper form relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents, (iii) use its reasonable best efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline, Deadline and then (iv) promptly notify the Agent Agents of such effectiveness. The Company will take all other action necessary or appropriate to permit the offering and sale of the such Shares to continue as contemplated in the expired Registration Statement. After References herein to the effectiveness of any “Registration Statement” shall include such new automatic shelf registration statement or such new shelf registration statement, all as the case may be. Notwithstanding the foregoing, at any time prior to the third anniversary of the initial effective date of the Registration Statement when this Agreement is still in effect, the Company may file a new registration statement (a “Replacement Registration Statement”) and a new prospectus supplement (the “Replacement Prospectus Supplement”) with the Commission, in form and substance reasonably satisfactory to the Agents. The Company shall promptly notify the Agents in writing of the effectiveness of the Replacement Registration Statement and the filing of the Replacement Prospectus Supplement and, following delivery of such notice, references herein to the “Registration Statement” and “Prospectus Supplement” shall refer to such Replacement Registration Statement and Replacement Prospectus Supplement, as applicable, in this Agreement shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as lieu of the Effective Date for such partRegistration Statement and Prospectus Supplement as defined herein or any predecessor Replacement Registration Statement and Replacement Prospectus Supplement, including any Prospectus and all exhibits to such registration statement, including as the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of such new registration statement; and all references to the “Base Prospectus” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of such new shelf registration statementcase may be.

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effecteffect or any Shares purchased by an Agent as principal remain unsold, the Company will, prior to the Renewal Deadline, (i) promptly notify the Agent Agents, the Forward Sellers and the Forward Purchasers and (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents, the Forward Sellers and then promptly notify the Agent of such filingForward Purchasers. If, at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) promptly notify the AgentAgents, the Forward Sellers and the Forward Purchasers, (ii) promptly file a new shelf registration statement on the proper form relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents, the Forward Sellers and the Forward Purchasers, (iii) use its commercially reasonable efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline, Deadline and then (iv) promptly notify the Agent Agents, the Forward Sellers and the Forward Purchasers of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated in the expired Registration Statement. After References herein to the effectiveness of any “Registration Statement” shall include such new automatic shelf registration statement or such new shelf registration statement, all references to as the “Registration Statement” in this Agreement shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of such new registration statement; and all references to the “Base Prospectus” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of such new shelf registration statementcase may be.

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effecteffect or any Shares purchased by an Agent as principal remain unsold, the Company will, prior to the Renewal Deadline, (i) promptly notify the Agent Agents and the Forward Purchasers, (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents and the Forward Purchasers, and then (iii) promptly notify the Agent Agents and the Forward Purchasers of such filingfiling and (iv) prepare a prospectus supplement relating to the Shares and, promptly after the effectiveness of such new registration statement, file such prospectus supplement, together with the base prospectus filed as part of such registration statement, with the Commission in accordance of the provisions of Rule 424(b) of the 1933 Act Regulations. If, at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (ia) promptly notify the AgentAgents and the Forward Purchasers, (iib) promptly file a new shelf registration statement on the proper form relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents and the Forward Purchasers, (iiic) use its reasonable best efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline or, if Shares purchased by an Agent as principal remain unsold, use its best efforts to cause such new shelf registration statement to be declared effective as soon as reasonably possible after the Renewal Deadline, and then (d) promptly notify the Agent Agents and the Forward Purchasers of such effectiveness and (e) prepare a prospectus supplement relating to the Shares and, promptly after the effectiveness of such new registration statement, file such prospectus supplement, together with the base prospectus filed as part of such new registration statement, with the Commission in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations. In addition, the Company may, at its option, file a new automatic shelf registration statement relating to the Shares (which, upon effectiveness, shall replace the then-existing shelf registration statement relating to the Shares) for any reason at any time, so long as (1) this Agreement is still in effect and (2) no Shares purchased by any Agent as principal remain unsold, provided that the Company (w) notifies the Agents and the Forward Purchasers prior to filing such new automatic shelf registration statement, (x) files a new automatic shelf registration statement relating to the Shares in a form and substance satisfactory to the Agents and the Forward Purchasers, (y) promptly notifies the Agents and Forward Purchases of such filing and (z) prepares a prospectus supplement relating to the Shares and, promptly after the effectiveness of such new registration statement, files such prospectus supplement, together with the base prospectus filed as part of such registration statement, with the Commission in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations. The For purposes of clarity, the parties hereto agree that the Company’s automatic shelf registration statement (File No. 333-256788), which was filed with the Commission on June 4, 2021 and which automatically became effective on such date pursuant to Rule 462(e) of the 1933 Act Regulations, and the Company’s prospectus supplement dated June 4, 2021 relating to the Shares and the related base prospectus dated June 4, 2021, which were filed with the Commission on June 4, 2021 in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations, were filed pursuant to and in accordance with the provisions set forth in the immediately preceding sentence and, accordingly, the provisions of this Section 3(t) set forth below shall be applicable with respect to such registration statement, prospectus supplement and base prospectus. In each of the foregoing cases, the Company will take all other action necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated in the expired Registration Statement. After Statement and the effectiveness Prospectus in effect immediately prior to the filing of any such new shelf registration statement. From and after the effectiveness of any such new registration statement, all references herein to the “Registration Statement” and the references to “such registration statement” appearing in the second and third sentences of the fourth paragraph of this Agreement shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of mean such new registration statement; , mutatis mutandis, and, from and all after the filing of any such new prospectus supplement and base prospectus pursuant to Rule 424(b) of the 1933 Act Regulations, references herein to the “Prospectus Supplement” and the “Base Prospectus,” the reference to the “base prospectus” appearing in the third sentence of the fourth paragraph of this Agreement Agreement, the reference to “a prospectus supplement” appearing in the fourth sentence of the fourth paragraph of this Agreement, and the reference to “such prospectus supplement” appearing in the fifth sentence of the fourth paragraph of this Agreement, shall be deemed to include the base prospectus forming a part of mean such new shelf registration statement as of the initial effective date of prospectus supplement or such new shelf registration statementbase prospectus, as applicable, mutatis mutandis.”

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effecteffect or any Shares purchased by an Agent as principal remain unsold, the Company will, prior to the Renewal Deadline, (i) promptly notify the Agent Agents and the Forward Purchasers, (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents and the Forward Purchasers, and then (iii) promptly notify the Agent Agents and the Forward Purchasers of such filingfiling and (iv) prepare a prospectus supplement relating to the Shares and, promptly after the effectiveness of such new registration statement, file such prospectus supplement, together with the base prospectus filed as part of such registration statement, with the Commission in accordance of the provisions of Rule 424(b) of the 1933 Act Regulations. If, at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) promptly notify the AgentAgents and the Forward Purchasers, (ii) promptly file a new shelf registration statement on the proper form relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents and the Forward Purchasers, (iii) use its reasonable best efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline or, if Shares purchased by an Agent as principal remain unsold, use its best efforts to cause such new shelf registration statement to be declared effective as soon as reasonably possible after the Renewal Deadline, and then (iv) promptly notify the Agent Agents and the Forward Purchasers of such effectivenesseffectiveness and (v) prepare a prospectus supplement relating to the Shares and, promptly after the effectiveness of such new registration statement, file such prospectus supplement, together with the base prospectus filed as part of such new registration statement, with the Commission in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations. The Company will take all other action necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated in the expired Registration Statement. After From and after the effectiveness of any such new shelf registration statement, all references herein to the “Registration Statement” and the references to “such registration statement” appearing in the second and third sentences of the fourth paragraph of this Agreement shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of mean such new registration statement; statement and, from and all after the filing of new such prospectus supplement and base prospectus pursuant to Rule 424(b) of the 1933 Act Regulations, references herein to the “Prospectus Supplement” and the “Base Prospectus,” the reference to the “base prospectus” appearing in the third sentence of the fourth paragraph of this Agreement Agreement, the reference to “a prospectus supplement” appearing in the fourth sentence of the fourth paragraph of this Agreement, and the reference to “such prospectus supplement” appearing in the fifth sentence of the fourth paragraph of this Agreement, shall be deemed to include the base prospectus forming a part of mean such new shelf registration statement as of the initial effective date of prospectus supplement or such new shelf registration statementbase prospectus, as applicable, mutatis mutandis.

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effectany Shares remain unsold by the Underwriter, the Company will, prior to the Renewal Deadline, (i) promptly notify the Agent Underwriter, the Forward Purchaser and the Forward Seller in writing and (ii) promptly file, if it is eligible to do so, a new an automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the AgentUnderwriter, the Forward Purchaser and then promptly notify the Agent of such filingForward Seller. If, at the time Renewal Deadline, the Company intends is not eligible to file such a new an automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) promptly notify the AgentUnderwriter, the Forward Purchaser and the Forward Seller in writing, (ii) promptly file a new shelf registration statement on the proper form relating to the such Shares, in a form and substance reasonably satisfactory to the AgentUnderwriter, the Forward Purchaser and the Forward Seller, (iii) use its reasonable best efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline, Deadline and then (iv) promptly notify the Agent Underwriter, the Forward Purchaser and the Forward Seller in writing of such effectiveness. The Company will take all other action necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated in the expired Registration Statement. After References herein to the effectiveness of any “Registration Statement” shall include such automatic shelf registration statement or such new shelf registration statement, all references to as the “Registration Statement” in this Agreement shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of such new registration statement; and all references to the “Base Prospectus” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of such new shelf registration statementcase may be.

Renewal Deadline. IfAt the time of filing the Registration Statement, (i) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (ii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Rules and Regulations made any offer relating to the Stock in reliance on the exemption of Rule 163 of the Rules and Regulations, the Company is a “well-known seasoned issuer” as defined in Rule 405 of the Rules and Regulations, including not having been an “ineligible issuer” as defined in Rule 405 of the Rules and Regulations. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Rules and Regulations, that initially became effective within three years of the date hereof. If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement (Statement, any of the “Renewal Deadline”), this Agreement is still in effectStock remains unsold by the Underwriters, the Company will, prior to the Renewal Deadline, (i) notify the Agent and (ii) Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the SharesStock, in a form and substance reasonably satisfactory to the Agent, and then promptly notify the Agent of such filingRepresentatives. If, at the time If the Company intends is no longer eligible to file such a new an automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) notify the Agentif it has not already done so, (ii) file a new shelf registration statement relating to the Stock, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Stock to continue as contemplated in the expired Registration Statement. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Rules and Regulations objecting to the use of the automatic shelf registration form. If at any time when Stock remains unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Rules and Regulations or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the SharesStock, in a form and substance reasonably satisfactory to the AgentRepresentatives, (iii) use its reasonable best efforts to cause such new shelf registration statement or post-effective amendment to be declared effective within 60 days after the Renewal Deadlineas soon as practicable, and then (iv) promptly notify the Agent Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares Stock to continue as contemplated in the expired Registration StatementStatement that was the subject of the notice under Rule 401(g)(2) or for which the Company has otherwise become ineligible. After References herein to the effectiveness of any Registration Statement relating to the Stock shall include such new shelf registration statementstatement or post-effective amendment, all references as the case may be. The Company agrees to pay the required filing fees to the “Registration Statement” Commission relating to the Stock within the time required by Rule 456(b)(1) of the Rules and Regulations without regard to the proviso therein and otherwise in this Agreement accordance with Rules 456(b) and 457(r) of the Rules and Regulations. Any certificate signed by or on behalf of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to include, collectively, be a representation and warranty by the various parts of such new shelf registration statement, Company to each Underwriter as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of such new registration statement; and all references to the “Base Prospectus” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of such new shelf registration statementmatters covered thereby.

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effectany Shares purchased by an Agent as principal, or to be sold through an Agent as sales agent or as forward seller pursuant to the Company instruction, remain unsold, the Company will, prior to the Renewal Deadline, (i) promptly notify the Agent Agents and the Forward Purchasers and (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the Agent, Agents and then promptly notify the Agent of such filingForward Purchasers. If, at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) promptly notify the AgentAgents and the Forward Purchasers, (ii) promptly file a new shelf registration statement on the proper form relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents and the Forward Purchasers, (iii) use its commercially reasonable efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline, Deadline and then (iv) promptly notify the Agent Agents and the Forward Purchasers of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated in the expired Registration Statement. After References herein to the effectiveness of any “Registration Statement” shall include such new automatic shelf registration statement or such new shelf registration statement, all references to as the “Registration Statement” in this Agreement shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of such new registration statement; and all references to the “Base Prospectus” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of such new shelf registration statementcase may be.

Renewal Deadline. If(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Common Stock in reliance on the exemption of Rule 163 under the Securities Act, the Company is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, including not having been an “ineligible issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, that initially became effective within three years of the date hereof. If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement (Statement, any of the “Renewal Deadline”), this Agreement is still in effectCommon Stock remains unsold by the Agents, the Company will, prior to the Renewal Deadline, (i) notify the Agent and (ii) Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the SharesCommon Stock, in a form and substance reasonably satisfactory to the Agent, and then promptly notify the Agent of such filingAgents. If, at the time If the Company intends is no longer eligible to file such a new an automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) notify the Agentif it has not already done so, (ii) file a new shelf registration statement relating to the Common Stock, in a form satisfactory to the Agents, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Common Stock to continue as contemplated in the expired Registration Statement. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of the automatic shelf registration form. If at any time when Common Stock remains unsold by the Agents the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Agents, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the SharesCommon Stock, in a form and substance reasonably satisfactory to the AgentAgents, (iii) use its reasonable best efforts to cause such new shelf registration statement or post-effective amendment to be declared effective within 60 days after the Renewal Deadlineas soon as practicable, and then (iv) promptly notify the Agent Agents of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares Common Stock to continue as contemplated in the expired Registration StatementStatement that was the subject of the notice under Rule 401(g)(2) or for which the Company has otherwise become ineligible. After the effectiveness of any such new shelf registration statement, all references References herein to the “Registration Statement” in this Agreement Statement relating to the Common Stock shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of include such new registration statement; and all references to statement or post-effective amendment, as the “Base Prospectus” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of such new shelf registration statementcase may be.

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effecteffect or any Shares purchased by an Agent as principal remain unsold, the Company will, prior to the Renewal Deadline, (i) notify the Agent Agents and the Forward Purchasers, (ii) file, if it is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents and the Forward Purchasers, and then promptly notify the Agent Agents and the Forward Purchasers of such filing and (iii) prepare a new prospectus supplement and accompanying base prospectus relating to the Shares, each in form and substance reasonably satisfactory to the Agents and the Forward Purchasers, and, promptly after the filing of such new automatic shelf registration statement, cause such new prospectus supplement and accompanying base prospectus to be filed pursuant to Rule 424(b) under the Securities Act, and then promptly notify the Agents and the Forward Purchasers of such filing. If, at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) notify the AgentAgents and the Forward Purchasers, (ii) file a new shelf registration statement on the proper form relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents and the Forward Purchasers, (iii) use its reasonable efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal DeadlineDeadline or, if Shares purchased by an Agent as principal remain unsold, use its reasonable efforts to cause such new shelf registration statement to be declared effective as soon as reasonably possible after the Renewal Deadline and then promptly notify the Agents and the Forward Purchasers of such effectiveness and (iv) prepare a new prospectus supplement and accompanying base prospectus relating to the Shares, each in form and substance reasonably satisfactory to the Agents and the Forward Purchasers, and, promptly after the effectiveness of such new shelf registration statement, cause such new prospectus supplement and accompanying base prospectus to be filed pursuant to Rule 424(b) under the Securities Act, and then promptly notify the Agent Agents and the Forward Purchasers of such filing. In addition, the Company may, at its option, file a new automatic shelf registration statement relating to the Shares (which, upon effectiveness, shall replace the then-existing shelf registration statement relating to the Shares) for any reason at any time, so long as (1) this Agreement is still in effect and (2) no Shares purchased by any Agent as principal remain unsold, and provided that the Company (w) notifies the Agents and the Forward Purchasers prior to filing such new automatic shelf registration statement, (x) files a new automatic shelf registration statement relating to the Shares in a form and substance reasonably satisfactory to the Agents and the Forward Purchasers, (y) promptly notifies the Agents and the Forward Purchasers of such filing and (z) prepares a new prospectus supplement and accompanying base prospectus relating to the Shares and, promptly after the filing of such new automatic shelf registration statement, causes such new prospectus supplement and accompanying base prospectus to be filed pursuant to Rule 424(b) under the Securities Act, and then promptly notifies the Agents and the Forward Purchasers of such filing. The In each of the foregoing cases, the Company will take all other action necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated in the expired Registration StatementStatement and the Prospectus in effect immediately prior to the filing of any such new shelf registration statement. After From and after the effectiveness of any such new shelf registration statement, (1) all references to the “Registration Statement” in this Agreement shall be deemed to includemean, collectively, the various parts of such new shelf registration statement, each as amended as of the applicable Effective Date for such part, including any Prospectus and all exhibits to such registration statement, and including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the such Effective Date Date, (2) all references in Section 1(a) of such new this Agreement to a “registration statement; and all references to the ” or “Base Prospectussuch registration statement” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of mean such new shelf registration statement, mutatis mutandis, and (3) all references in Section 1(a) of this Agreement to the “Prospectus Supplement,” “prospectus supplement,” “Base Prospectus” or “base prospectus” shall be deemed to mean such new prospectus supplement or such new base prospectus, as applicable, mutatis mutandis.

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), this Agreement is still in effecteffect or any Shares purchased by an Agent as principal, or to be sold through an Agent or a Forward Seller pursuant to the Forward Instruction Notice remain unsold, the Company will, prior to the Renewal Deadline, (i) promptly notify the Agent Agents, the Forward Sellers and the Forward Purchasers and (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents, the Forward Sellers and then promptly notify the Agent of such filingForward Purchasers. If, at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will, prior to the Renewal Deadline, (i) promptly notify the AgentAgents, the Forward Sellers and the Forward Purchasers, (ii) promptly file a new shelf registration statement on the proper form relating to the Shares, in a form and substance reasonably satisfactory to the AgentAgents, the Forward Sellers and the Forward Purchasers, (iii) use its commercially reasonable efforts to cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline, Deadline and then (iv) promptly notify the Agent Agents, the Forward Sellers and the Forward Purchasers of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the offering offer and sale of the Shares to continue as contemplated in the expired Registration Statement. After References herein to the effectiveness of any “Registration Statement” shall include such new automatic shelf registration statement or such new shelf registration statement, all references to as the “Registration Statement” in this Agreement shall be deemed to include, collectively, the various parts of such new shelf registration statement, each as amended as of the Effective Date for such part, including any Prospectus and all exhibits to such registration statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date of such new registration statement; and all references to the “Base Prospectus” in this Agreement shall be deemed to include the base prospectus forming a part of such new shelf registration statement as of the initial effective date of such new shelf registration statementcase may be.