Common use of Amendments and Supplements to the Prospectus and Other Securities Act Matters Clause in Contracts

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunder, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunder, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating prior to the Offered Securities is required to be delivered under later of (x) the Securities ActClosing Date and (y) the end of the Prospectus Delivery Period (as defined below), any event shall occur or condition exist as a result of which it is necessary (i) the Time of Sale Information (prior to amend the Closing Date) or supplement the Prospectus so that (prior to the later of the Closing Date and the end of the Prospectus does not Delivery Period), in both cases as then amended or supplemented, would include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchasercircumstances, not misleading, misleading or if (ii) it shall be is necessary to amend the Registration Statement or supplement the Time of Sale Information (prior to the Closing Date) or the Prospectus (prior to the later of the Closing Date and the end of the Prospectus Delivery Period) to comply with the Securities Act or rules thereunderlaw, the Company agrees (will promptly notify the Underwriters thereof and forthwith prepare and, subject to Section 3(bparagraph (a) and Section 3(c) hereof) to promptly prepareabove, file with the Commission (to the extent required) and furnish, at its own expense, furnish to the Underwriters and to any dealer upon requestsuch dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information (prior to the Closing Date) or the Prospectus (prior to the later of the Closing Date and the end of the Prospectus Delivery Period) as may be necessary so that the statements in the Time of Sale Information (prior to the Closing Date) or the Prospectus (prior to the later of the Closing Date and the end of the Prospectus Delivery Period), in both cases as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchasercircumstances, not be misleading or so that the Prospectus, as amended Time of Sale Information (prior to the Closing Date) or supplemented, the Prospectus (prior to the later of the Closing Date and the end of the Prospectus Delivery Period) will comply with law. The Company hereby expressly acknowledges that the Securities Act or the rules thereunder. Neither the Representative’s consent toindemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each registration statement, nor delivery ofprospectus, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under referred to in this Section 3(b) or Section 3(e)3.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 4(d) and 4(f); provided, however that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (other than the Agent’s rights under Section 3(b3(d) or Section 3(e)6 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; provided further, that the failure of the Company to file such amendment or supplement request shall not relieve the Company of any obligation or liability under Section 3(d) or Section 6 hereof, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement. Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agents or counsel for the Agents it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgents, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the Representative’s Agents’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no outstanding Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c). As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderAct. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating Prior to the later of (i) the expiration or termination of the option granted to the several Underwriters in Section 2 and (ii) the completion of the Underwriters’ distribution of the Offered Securities is required to be delivered under the Securities ActShares, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b3(A)(b) and Section 3(c3(A)(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b3(A)(b) or Section 3(e3(A)(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(bSections 4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 4(d) and 4(f); provided, however that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (other than the Agent’s rights under Section 3(b3(d) or Section 3(e)6 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; provided further, that the failure of the Company to file such amendment or supplement request shall not relieve the Company of any obligation or liability under Section 3(d) or Section 6 hereof, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement. Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to during the Offered Securities is required to be delivered under the Securities ActProspectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at If any time event shall occur or condition exist during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act, Act or any event shall occur or condition exist similar rule) as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b3(c) and Section 3(c3(d) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b3(c) or Section 3(e3(d).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(bSections 4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 4(d) and 4(f); provided, however that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (other than the Agent’s rights under Section 3(b3(d) or Section 3(e)6 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed. Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to during the Offered Securities is required to be delivered under the Securities ActProspective Delivery Period (as defined below), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c). As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with the sales of Shares by any Underwriter or dealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Underwriter or counsel for the Underwriter it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b4(b) and Section 3(c4(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the RepresentativeUnderwriter’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(b) or Section 3(e4(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f); provided, however, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (other than the Agent’s rights under Section 3(d) or Section 3(e)6 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; provided further, that the failure of the Company to file such amendment or supplement request shall not relieve the Company of any obligation or liability under Section 3(d) or Section 6 hereof, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement. Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to during the Offered Securities is required to be delivered under the Securities ActProspectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend the Registration Statement or amend or supplement the Prospectus in order to make the statements in the Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters, it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b)), file with the Commission, use its best efforts to have declared effective, if required, and furnish at its own expense to the Underwriters and to dealers, such amendments, supplements to the Prospectus or new registration statements so that the statements in the Prospectus does not as so amended or supplemented will not, in light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with the Securities Act. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Prospectus or any Preliminary Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaserprevailing at that subsequent time, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunder, the Company agrees (subject to Section 3(b) will promptly notify the Representatives and Section 3(c) hereof) to will promptly prepare, file with the Commission and furnishamend or supplement, at its own expense, such Issuer Free Writing Prospectus to the Underwriters and to any dealer upon requesteliminate or correct such conflict, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e)omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities ActAct or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable Law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable Law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c). As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any after the Effective Date through the last time when that a prospectus relating to the Offered Securities is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered under in connection with sales of the Securities ActShares, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus (including any documents incorporated by reference therein) so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderand the Exchange Act, the Company agrees (subject to Section 3(b) and Section 3(c) hereof4.04) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e)Sections 4.04.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunder, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to during the Offered Securities is required to be delivered under the Securities ActProspectus Delivery Period, any event or development shall occur or condition exist as a result of which it is necessary to amend the Disclosure Package or supplement the Prospectus so that the Prospectus does not as then supplemented would include an 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 made not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus in order to make the statements therein, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Disclosure Package or the Prospectus in order to comply with the Securities Act or rules thereunderlaw, the Company agrees to (i) notify the Representatives of any such event or condition and (ii) promptly prepare (subject to Section 3(bSections 3(a) and Section 3(c3(e) hereof) to promptly prepare), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that Disclosure Package or the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact Prospectus, necessary in order to make the statements thereinin the Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Disclosure Package or the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e)law.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, If the delivery of a prospectus is required at any time when a prospectus relating to after the Offered Securities is required to be delivered under the Securities Act, date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Underwriter or counsel for the Underwriter it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees to promptly prepare (subject to Section 3(b4(B) and Section 3(c) hereof) to promptly prepare4(C)), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Underwriter and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the Representative’s consent of the Underwriter to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(B) or Section 3(e(C).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Underwriters or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Underwriters’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at If any time event shall occur or condition exist during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act, Act or any event shall occur or condition exist similar rule) as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(bSections 4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s or the Issuers’ obligations under Section Sections 3(b) or Section 3(e(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed or it is determined that such amendment or supplement is no longer required.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at During any time period when the delivery of a prospectus relating to the Offered Securities Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172) to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f). Notwithstanding the foregoing, in the alternative, the Company can suspend or Section 3(e)terminate the Issuance Notice upon written notice to the Agent and delay the filing of any such amendment or supplement, if in the judgment of the Company, it is in the best interest of the Company.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not not, when delivered to a prospective purchaser (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaserin which they were made, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable Law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and the Securities Commissions and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not not, when delivered to a prospective purchaser (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaserin which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable Law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b3A(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist at any time during the Prospectus Delivery Period as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b4(b) and Section 3(c4(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(b) or Section 3(e4(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, If at any time when the delivery of a prospectus relating to the Offered Securities is required to be delivered under the Securities ActAct or under the blue sky or securities laws of any jurisdiction on or prior to the applicable Settlement Date for any Selling Period in connection with the offering or sale of the Shares, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof4(d)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(b) or Section 3(e4(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if if, in the opinion of counsel for each of the Underwriters and the Company, it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist at any time during the Prospectus Delivery Period as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law, including the Securities Act or the rules thereunderAct. Neither the Representative’s Representatives’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or and Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b4(d) and Section 3(c4(f) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the RepresentativeAgent’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, that if the Company subsequently chooses to deliver an Issuance Notice to the Agent, the Company agrees to file such amendment or supplement prior to the delivery of such Issuance Notice.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(bSections 4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission (including by filing a document incorporated by reference therein) and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no outstanding Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus Prospectus, as then amended or supplemented, does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b5(c) and Section 3(c) hereof5(d)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Agent and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or (provided that the rules thereunderonly remedy the Agent shall have with respect to the failure by the Company to make any such filing, other than as set forth in Section 11 hereof, shall be to cease making sales of Shares pursuant to this Agreement). Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 5(c) or 5(d). In addition, the Company agrees to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 3(e13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for the duration of the Delivery Period. For the duration of the Delivery Period, the Company agrees (i) to include in its quarterly reports on Form 10-Q, and its annual reports on 10-K, a summary detailing, for the relevant reporting period, (1) the number of Shares sold through the Agent pursuant to this Agreement, (2) the net proceeds received by the Company from such sales and (3) the compensation paid by the Company to the Agent with respect to such sales or alternatively, (ii) to prepare a prospectus supplement or in such other filing permitted by the Securities Act or Exchange Act (each an “Interim Prospectus Supplement”) with such summary information and, at least once a quarter and subject this Section 5, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rules 430A, 430B or 430C under the Securities Act)).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunder, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist at any time during the Prospectus Delivery Period as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law, including the Securities Act or the rules thereunderAct. Neither the Representative’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or and Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(bSections 4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at If any time event shall occur or condition exist during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act, Act or any event shall occur or condition exist similar rule) as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Underwriter or counsel for the Underwriter it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b3(c) and Section 3(c3(d) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the RepresentativeUnderwriter’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b3(c) or Section 3(e3(d).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under The Company will comply with the Securities Act, Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement and the Prospectus. If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which which, in the judgment of the Company or in the reasonable opinion of the Underwriters or counsel for the Underwriters, it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Underwriters or counsel for the Underwriters, it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderlaw, the Company agrees to promptly prepare (subject to Section 3(b3(a) (the “Underwriters’ Review of Proposed Amendments and Section 3(c) hereof) to promptly prepareSupplements”)), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e)law.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, Jefferies or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law, including the Securities Act or the rules thereunderAct. Neither the Representative’s Jxxxxxxxx’x consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Underwriter or counsel for the Underwriter it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the RepresentativeUnderwriter’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time during the period when a prospectus relating related to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities ActAct or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b3A(c) and Section 3(c3A(d)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b3A(c) or Section 3(e3A(d).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at If any time event shall occur or condition exist during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act, Act or any event shall occur or condition exist similar rule) as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representatives or counsel for the Underwriters, it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section Sections 3(b) or Section 3(e(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to during the Offered Securities is required to be delivered under the Securities ActProspectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the Representative’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section Sections 3(b) or Section 3(e(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary in the opinion of counsel for the Company or for the Underwriters to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b3 (b) and Section 3(c3 (c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3 (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b4(d) and Section 3(c4(e) hereof) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the RepresentativeAgent’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(e) hereof. Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, that if the Company subsequently chooses to deliver an Issuance Notice to the Agent, the Company agrees to file such amendment or supplement prior to the delivery of such Issuance Notice.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary in the opinion of counsel for the Company or for the Underwriters to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b3 (b) and Section 3(c3 (c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3 (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist at any time during the Prospectus Delivery Period as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the Representative’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, that if the Company subsequently chooses to deliver an Issuance Notice to the Agent, the Company agrees to file such amendment or supplement prior to the delivery of such Issuance Notice.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed or it is determined by the Company that such amendment or supplement is no longer required.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Representatives or counsel for the Underwriters or the Company it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b5(b) and Section 3(c5(h) hereof) to promptly prepare, file with the Commission SEC and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives' consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s 's obligations under Section 3(b5(b) or and Section 3(e)5(h) hereof.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 existing when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agents or counsel for the Agents it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgents, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 existing when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the Representative’s Agents’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, that if the Company subsequently chooses to deliver an Issuance Notice to the Agents, the Company agrees to file such amendment or supplement prior to the delivery of such Issuance Notice.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(bSections 4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 4(d) and 4(f), provided, however that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (other than the Agent’s rights under Section 3(b3(d) or Section 3(e)6 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; provided further, that the failure of the Company to file such amendment or supplement request shall not relieve the Company of any obligation or liability under Section 3(d) or Section 6 hereof, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement. Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Company believes that it is in its best interests not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e).the

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in the best interests not to file such amendment or supplement at such time; provided that no sales may be made and no Issuance Notice issued until such amendment or supplement has been filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at If any time event shall occur or condition exist during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act, Act or any event shall occur or condition exist similar rule) as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent failure to object to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c). As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Offered ADSs as in the opinion of counsel for the Underwriters a prospectus relating to the Offered ADSs is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Offered ADSs by any Underwriter or dealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsels for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c). The information contained in such amendment or supplement shall be made available, to the extent the Representatives reasonably determine that it is required by applicable French laws after consultation with the Company, to the public in France either through the Note d’Opération or, after the French Listing Prospectus has been approved by the AMF, through a press release broadcasted pursuant to applicable AMF rules or, if necessary, a supplement to the Note d’Opération.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to during the Offered Securities is required to be delivered under the Securities ActProspectus Delivery Period (as defined below), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c3 (c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c). As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with the sales of Shares by any Underwriter or dealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplementedsupplemented (or any document to be filed with the Commission and incorporated by reference therein), will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Representatives, the Forward Purchasers, the Forward Sellers or counsel for the Underwriters, the Forward Purchasers or the Forward Sellers it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters Underwriters, the Forward Purchasers, the Forward Sellers and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfIf any event shall occur or condition exist, at any time during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities ActAct or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating Prior to the later of (i) the expiration or termination of the option granted to the several Underwriters in Section 2 and (ii) the completion of the Underwriters’ distribution of the Offered Securities is required to be delivered under the Securities ActShares, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b3(A)(b) and Section 3(c3(A)(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b3(A)(b) or Section 3(e3(A)(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time If during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities ActAct or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable Law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable Law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time During the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities ActAct or any similar rule), if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative, the Borrower or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s or the Borrower’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 existing when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees agrees, until such time as the Underwriters are no longer required to deliver a Prospectus in order to confirm sales of the Offered Shares, (subject to Section 3(b3(A)(b) and Section 3(c) hereof3(A)(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 existing when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section Sections 3(b) or Section 3(e(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at If any time event shall occur or condition exist during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act, Act or any event shall occur or condition exist similar rule) as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f); provided, however that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (other than the Agent’s rights under ‎Section 3(d) or Section 3(e)6 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; provided further, that the failure of the Company to file such amendment or supplement request shall not relieve the Company of any obligation or liability under ‎Section 3(d) or Section 6 hereof, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement. Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to during such period beginning on the Offered Securities date hereof and ending on the later of the Closing Date or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered under in connection with sales by or market-making activities of an Underwriter or dealer (the Securities Act"Prospectus Delivery Period"), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that Prospectus, to amend the Prospectus does not include an untrue statement of a material fact Registration Statement or omit to state a material fact necessary amend the documents incorporated therein, in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Underwriters (or counsel for the Underwriters) or the Company (or counsel for the Company) it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderlaw, the Company agrees to promptly prepare (subject to Section 3(b3 hereof) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestUnderwriters, amendments or supplements to the Prospectus or the Registration Statement (including the documents incorporated therein) so that the statements in the Prospectus and the Registration Statement as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the ProspectusProspectus and the Registration Statement, as amended or supplemented, will comply with law. The Company and the Securities Act or Guarantors hereby expressly acknowledge that the rules thereunder. Neither the Representative’s consent toindemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each registration statement, nor delivery ofprospectus, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under referred to in this Section 3(b) or Section 3(e)3.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b‎Section 4(d) and Section 3(c) hereof‎Section 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b‎Section 4(d) and ‎Section 4(f); provided, however that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (other than the Agent’s rights under ‎Section 3(d) or Section 3(e)6 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; provided further, that the failure of the Company to file such amendment or supplement request shall not relieve the Company of any obligation or liability under ‎Section 3(d) or Section 6 hereof, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement. Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(bSections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b4 (d) and Section 3(c4 (e) hereof) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the RepresentativeAgent’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4 (d) and Section 4 (e) hereof. Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, that if the Company subsequently chooses to deliver an Issuance Notice to the Agent, the Company agrees to file such amendment or supplement prior to the delivery of such Issuance Notice.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission (including by filing a document incorporated by reference therein) and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading misleading, or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfIf any event shall occur or condition exist, at any time during the period when a prospectus relating to the Offered Securities Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities ActAct or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of Jefferies or counsel for the Underwriters, it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Xxxxxxxxx’x consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities ActAct or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply in all material respects with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 existing when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law, including the Securities Act or the rules thereunderAct. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section Sections 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Underwriters’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Underwriter or counsel for the Underwriter it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer Underwriter upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the RepresentativeUnderwriter’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfDuring the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or of counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 4(d) and Section 3(b) 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or Section 3(e)supplement if there is no outstanding Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at If any time event shall occur or condition exist during the period when a prospectus relating to the Offered Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act, Act or any event shall occur or condition exist similar rule) as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at During any time period when the delivery of a prospectus relating to the Offered Securities Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172) to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with applicable law, including the Securities Act or rules thereunderAct, the Company agrees (subject to Section 3(b4(d) and Section 3(c) hereof4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act or the rules thereunderAct. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b4(d) and Section 4(f). Notwithstanding the foregoing, in the alternative, the Company can suspend or Section 3(e)terminate the Issuance Notice upon written notice to the Agent and delay the filing of any such amendment or supplement, if in the judgment of the Company, it is in the best interest of the Company.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, at any time when a prospectus relating to during the Offered Securities is required to be delivered under the Securities ActProspectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderapplicable Law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunderapplicable Law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If(i) During the Prospectus Delivery Period, at any time when a prospectus relating to the Offered Securities is required to be delivered under Company shall advise the Securities Act, Underwriters promptly of the happening of any event shall occur or condition exist as a result known to it which, in the judgment of which it is necessary to amend or supplement the Company, would require the making of any change in the Prospectus then being used so that the Prospectus does would not include an 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, in light of the circumstances under which they were made or when the Prospectus is delivered to a purchaser, not misleading. (ii) If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary, in the opinion of the Representative or counsel to the Underwriters, to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made or when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it shall be is otherwise necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or rules thereunderlaw, the Company agrees promptly to prepare (subject to Section 3(b) and Section 3(c3(a) hereof) to promptly prepare), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with the Securities Act or the rules thereunder. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(e)law.