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, during the Prospectus 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 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery Period, if 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 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 does not 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 prevailing at that subsequent timewhen 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 is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the Company will agrees (subject to Section 3(b) and Section 3(c)) hereof to promptly notify prepare, file with the Representatives Commission and will promptly amend or supplementfurnish, at its own expense, such Issuer Free Writing to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus to eliminate so that the statements in the Prospectus as so amended or correct such conflict, supplemented will not include an untrue statement of a material fact or omissionomit 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. Neither the 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(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, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus in order to make the statements therein, in the Prospectus, in light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend the Registration Statement or supplement the Disclosure Package or the Prospectus or to file a new registration statement in order to comply with the Securities Actlaw, the Company agrees to (i) notify the Representative of any such event or condition and (ii) promptly prepare (subject to Section 3(b)Sections 3(A)(b) and 3(A)(d) hereof), file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealers, such amendments, amendments or supplements to the Prospectus Disclosure Package or new registration statements so that the Prospectus, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented will notsupplemented, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, be not misleading or so that the Disclosure Package or the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with the Securities Actlaw. If at any time following the 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 Shares 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 under which they were made or prevailing at that subsequent timethe time such event or development occurs or condition exists, not misleading, the Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus 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(b3(a)), 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 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus 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 prevailing at the time the Prospectus is delivered to a purchaser, not misleading, or or, if in the opinion of the Representatives Representative 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)3.1(a) (the "Representative's Review of Proposed Amendments and Supplements") hereof), 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, amendments and supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances prevailing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement Statement, as amended, will comply with the Securities Actlaw. 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 Offered Shares), the Prospectus or any Preliminary Prospectus or Prospectus, 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which it is necessary to amend the Registration Statement Disclosure Package or amend or supplement the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in 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 to a purchaser, not misleading, or if in the opinion of the Representatives Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend the Registration Statement or supplement the Prospectus Disclosure Package or the Prospectus, or to file a new registration statement under the Exchange Act any document incorporated by reference in the Disclosure Package or the Prospectus, in order to comply with the Securities Actlaw, the Company agrees to (i) notify the Representative of any such event or condition and (ii) promptly prepare (subject to Section 3(b)3(a) and 3(e) hereof), file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealers, such amendments, amendments or supplements to the Prospectus Disclosure Package or new registration statements so that the Prospectus, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented will notsupplemented, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, be not misleading or so that the Disclosure Package or 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionlaw.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. (i) If the preliminary prospectus included in the Disclosure Package is being used to solicit offers to buy the Common Shares and any event or development shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading (in which case the Company agrees to notify the Underwriter of any such event or condition), or if in the reasonable opinion of the Underwriter it is otherwise necessary to amend or supplement the Disclosure Package to comply with law, the Company agrees to promptly prepare (subject to Section 3(a) hereof), file with the Commission and furnish to the Underwriter and to dealers, at its own expense, amendments or supplements to the Disclosure Package so that the statements in the Disclosure Package as so amended or supplemented will not be, in the light of the circumstances under which they were made or then prevailing, as the case may be, misleading or so that the Disclosure Package, as amended or supplemented, will comply with law. (ii) If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to make the statements therein, in the Prospectus, in light of the circumstances when under which they were made or then prevailing, as the Prospectus is delivered to a purchasercase may be, not misleading, or if in the opinion of the Representatives Underwriter or counsel for the Underwriters, Underwriter it is otherwise necessary to amend or supplement the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including in connection with the Securities Actdelivery of the Prospectus, the Company agrees to promptly prepare (subject to Section 3(b)3(a) hereof), file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters Underwriter and to dealers, such amendments, amendments or supplements to the Registration Statement or the Prospectus or new registration statements so that the statements in the Registration Statement or the Prospectus as so amended or supplemented will not, in the light of the circumstances when under which they were made or then prevailing, as the Prospectus is delivered to a purchasercase may be, be misleading or so that the Registration Statement or 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionlaw.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery Period, if 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 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 Prospectus, in 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, 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 Actapplicable law, the Company agrees to promptly prepare (subject to Section 3(b) and Section 3(c))) hereof to promptly prepare, file with the CommissionCommission and furnish, use its best efforts to have declared effective, if required, and furnish at its own expense expense, to the Underwriters and to dealersany dealer upon request, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus 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 not 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 prevailing at that subsequent timewhen the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleadingmisleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the Company will promptly notify Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Representatives and will promptly amend Company’s obligations under Section 3(b) or supplement, at its own expense, Section 3(c). “Prospectus Delivery Period” means such Issuer Free Writing Prospectus 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 eliminate the Shares is required by law to be delivered (or correct such conflict, untrue statement required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or omissiondealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. (i) If the preliminary prospectus included in the Disclosure Package is being used to solicit offers to buy the Common Shares and any event or development shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading (in which case the Company agrees to notify the Underwriter of any such event or condition), or if in the reasonable opinion of the Underwriter it is otherwise necessary to amend or supplement the Disclosure Package to comply with law, the Company agrees to promptly prepare (subject to Section 3(a) hereof), file with the (ii) If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to make the statements therein, in the Prospectus, in light of the circumstances when under which they were made or then prevailing, as the Prospectus is delivered to a purchasercase may be, not misleading, or if in the opinion of the Representatives Underwriter or counsel for the Underwriters, Underwriter it is otherwise necessary to amend or supplement the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including in connection with the Securities Actdelivery of the Prospectus, the Company agrees to promptly prepare (subject to Section 3(b)3(a) hereof), file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters Underwriter and to dealers, such amendments, amendments or supplements to the Registration Statement or the Prospectus or new registration statements so that the statements in the Registration Statement or the Prospectus as so amended or supplemented will not, in the light of the circumstances when under which they were made or then prevailing, as the Prospectus is delivered to a purchasercase may be, be misleading or so that the Registration Statement or 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionlaw.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which it is necessary to amend the Registration Statement Disclosure Package or amend or supplement the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it is necessary to amend or supplement the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in 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 to a purchaser, not misleading, or if in the opinion of any of the Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend the Registration Statement or supplement the Prospectus Disclosure Package or the Prospectus, or to file a new registration statement under the Exchange Act any document incorporated by reference in the Disclosure Package or the Prospectus, to comply with the Securities Actapplicable law or regulations, the Company agrees to (i) notify the Representatives of any such event or condition and (ii) promptly prepare (subject to Section 3(b)Sections 3(A)(a) and 3(A)(e) hereof), file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealers, such amendments, amendments or supplements to the Prospectus Disclosure Package or new registration statements so that the Prospectus, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented will notsupplemented, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, be not misleading or so that the Disclosure Package or 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionlaw.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during prior to the later of (x) the Closing Date and (y) the end of the Prospectus Delivery PeriodPeriod (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 Registration Statement Closing Date) or amend or supplement the Prospectus in order (prior to make the statements in later of the ProspectusClosing Date and the end of the Prospectus Delivery Period), 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 both cases 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 then 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 any untrue statement of a material fact or omitted or would omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timecircumstances, not misleadingmisleading or (ii) it is necessary to amend 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 law, the Company and the Guarantors will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (a) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives and will promptly amend or supplement, at its own expensemay designate, such Issuer Free Writing amendments or supplements to the Time of Sale Information (prior to the Closing Date) or the Prospectus (prior to eliminate 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 correct such conflictthe Prospectus (prior to the later of the Closing Date and the end of the Prospectus Delivery Period), untrue statement in both cases as so amended or omissionsupplemented will not, in the light of the circumstances, be misleading or so that 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) will comply with law. The Company and the Guarantors hereby expressly acknowledge that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each registration statement, prospectus, amendment or supplement referred to in this Section 3.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery PeriodPeriod (as defined below), 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 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 Prospectus, in 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, 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 Actapplicable law, the Company agrees to promptly prepare (subject to Section 3(b))3(A)(b) and Section 3(A)(c) hereof) to promptly prepare, file with the CommissionCommission and furnish, use its best efforts to have declared effective, if required, and furnish at its own expense expense, to the Underwriters and to dealersany dealer upon request, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus 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 not 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 prevailing at that subsequent timewhen the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleadingmisleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the 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(A)(b) or Section 3(A)(c). As used herein, the Company will promptly notify term “Prospectus Delivery Period” means such period of time after the Representatives and will promptly amend 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 supplement, at its own expense, such Issuer Free Writing Prospectus required to eliminate be delivered but for Rule 172 under the Securities Act) in connection with the sales of Shares by any Underwriter or correct such conflict, untrue statement or omissiondealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery PeriodPeriod (as defined below), if 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 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 does not 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 prevailing at that subsequent timewhen 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 is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the Company will agrees (subject to Section 3(A)(b) and Section 3(A)(c) hereof) to promptly notify prepare, file with the Representatives Commission and will promptly amend or supplementfurnish, at its own expense, such Issuer Free Writing to the Underwriter and to any dealer upon request, amendments or supplements to the Prospectus to eliminate so that the statements in the Prospectus as so amended or correct such conflict, supplemented will not include an untrue statement of a material fact or omissionomit 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. Neither the Underwriter’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(A)(b) or Section 3(A)(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 Shares as in the opinion of counsel for the Underwriter a prospectus relating to the Offered 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 Offered Shares by the Underwriter or dealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery PeriodPeriod (as defined below), 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 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 Prospectus, in 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, 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 Actapplicable law, the Company agrees to promptly prepare (subject to Section 3(b))) and Section 3(c) hereof) to promptly prepare, file with the CommissionCommission and furnish, use its best efforts to have declared effective, if required, and furnish at its own expense expense, to the Underwriters and to dealersany dealer upon request, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus 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 not 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 prevailing at that subsequent timewhen the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleadingmisleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the 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(c). As used herein, the Company will promptly notify term “Prospectus Delivery Period” means such period of time after the Representatives and will promptly amend first date of any public offering of the Offered Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Offered Shares is required by law to be delivered (or supplement, at its own expense, such Issuer Free Writing Prospectus required to eliminate be delivered but for Rule 172 under the Securities Act) in connection with the sales of Shares by any Underwriter or correct such conflict, untrue statement or omissiondealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(bSections 4(d) and 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including the Securities Act. If at Neither the Agent’s consent to, or delivery of, any time following issuance such amendment or supplement shall constitute a waiver 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 light of the circumstances prevailing at that subsequent time, not misleadingCompany’s obligations under Sections 4(d) and 4(f). Notwithstanding the foregoing, the Company will promptly notify shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Representatives and will promptly amend Company believes that it is in its best interests not to file such amendment or supplement; provided, at its own expensehowever, that the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such Issuer Free Writing Prospectus amendment or supplement is filed or it is determined that such amendment or supplement is no longer required; provided, further, that the failure of the Company to eliminate file such amendment or correct such conflictsupplement shall not relieve the Company of any obligation or liability under Section 3(d) or Section 6 hereof, untrue statement or omissionaffect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during prior to the later of (x) the Closing Date and (y) the end of the Prospectus Delivery PeriodPeriod (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 Registration Statement Closing Date) or amend or supplement the Prospectus in order (prior to make the statements in later of the ProspectusClosing Date and the end of the Prospectus Delivery Period), 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 both cases 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 then 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 any untrue statement of a material fact or omitted or would omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timecircumstances, not misleadingmisleading or (ii) it is necessary to amend 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 law, the Company will promptly notify the Representatives Underwriters thereof and will promptly amend or supplementforthwith prepare and, at its own expensesubject to paragraph (a) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representative may designate, such Issuer Free Writing amendments or supplements to the Time of Sale Information (prior to the Closing Date) or the Prospectus (prior to eliminate 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 correct such conflictthe Prospectus (prior to the later of the Closing Date and the end of the Prospectus Delivery Period), untrue statement in both cases as so amended or omissionsupplemented will not, in the light of the circumstances, be misleading or so that 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) will comply with law. The Company hereby expressly acknowledges that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each registration statement, prospectus, amendment or supplement referred to in this Section 3.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery Period, if 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 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 does not 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 prevailing at that subsequent timewhen 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 is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the Company will agrees (subject to Section 3(b) and Section 3(c)) hereof to promptly notify prepare, file with the Representatives Commission and will promptly amend or supplementfurnish, at its own expense, such Issuer Free Writing to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus to eliminate so that the statements in the Prospectus as so amended or correct such conflict, supplemented will not include an untrue statement of a material fact or omissionomit 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. 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) and Section 3(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 Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Offered Securities 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 Securities by any Underwriter or dealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus in order to make the statements therein, in the Prospectus, in light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend the Registration Statement or supplement the Disclosure Package or the Prospectus or to file a new registration statement in order to comply with the Securities Actlaw, the Company agrees to (i) notify the Representative of any such event or condition and (ii) promptly prepare (subject to Section 3(b)Sections 3(a) and 3(e) hereof), file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealers, such amendments, amendments or supplements to the Prospectus Disclosure Package or new registration statements so that the Prospectus, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented will notsupplemented, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, be not misleading or so that the Disclosure Package or the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with the Securities Actlaw. If at any time following the 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 Shares 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 under which they were made or prevailing at that subsequent timethe time such event or development occurs or condition exists, not misleading, the Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(d) and Section 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus 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 not 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 prevailing at that subsequent timewhen the Prospectus is delivered to a purchaser, not misleadingmisleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Agent’s consent to, or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 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 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 will promptly notify shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Representatives and will promptly amend Company believes that it is in its best interest not to file such amendment or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(d) and Section 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including the Securities Act. If at Neither the Agent’s consent to, or delivery of, any time following issuance such amendment or supplement shall constitute a waiver 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 light of the circumstances prevailing at that subsequent time, not misleadingCompany’s obligations under Sections 4(d) and Section 4(f). Notwithstanding the foregoing, the Company will promptly notify shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Representatives and will promptly amend Company believes that it is in its best interests not to file such amendment or supplement; provided, at its own expensehowever, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such Issuer Free Writing Prospectus amendment or supplement is filed or it is determined that such amendment or supplement is no longer required; provided further, that the failure of the Company to eliminate file such amendment or correct such conflictsupplement request shall not relieve the Company of any obligation or liability under Section 3(d) or Section 6 hereof, untrue statement or omissionaffect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(bSections 4(d) and 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including the Securities Act. If at Neither the Agent’s consent to, or delivery of, any time following issuance such amendment or supplement shall constitute a waiver of an Issuer Free Writing Prospectus any of the Company’s obligations under Sections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there occurred is no pending Issuance Notice, the Company believes that it is in its best interest not to file such amendment or occurs an event or development supplement, and no such amendment is necessary to make the Prospectus, as used in connection with a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or sale pursuant to any other registration statement relating to the Notes) or the Prospectus or any Preliminary Prospectus or included or would prior Issuance Notice, not 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 light of the circumstances prevailing existing at that subsequent timethe time the Prospectus was delivered to a purchaser, not misleadingmisleading and to be in compliance with applicable law, including the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionSecurities Act.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery PeriodPeriod (as defined below), if 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 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 Prospectus, in 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, 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 Actapplicable law, the Company agrees to promptly prepare (subject to Section 3(b))) and Section 3(c) hereof) to promptly prepare, file with the CommissionCommission and furnish, use its best efforts to have declared effective, if required, and furnish at its own expense expense, to the Underwriters and to dealersany dealer upon request, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus 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 not 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 prevailing at that subsequent timewhen the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleadingmisleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the 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(c). As used herein, the Company will promptly notify term “Prospectus Delivery Period” means such period of time after the Representatives and will promptly amend 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 supplement, at its own expense, such Issuer Free Writing Prospectus required to eliminate be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or correct such conflict, untrue statement or omissiondealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus in order to make the statements therein, in the Prospectus, in light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend the Registration Statement or supplement the Disclosure Package or the Prospectus or to file a new registration statement in order to comply with the Securities Actlaw, the Company agrees to (i) notify the Representative of any such event or condition and (ii) promptly prepare (subject to Section 3(b)Sections 3(a) and 3(e) hereof), file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealers, such amendments, amendments or supplements to the Prospectus Disclosure Package or new registration statements so that the Prospectus, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented will notsupplemented, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, be not misleading or so that the Disclosure Package or 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionlaw.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery Period, if 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 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 Prospectus, in 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, 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 Actapplicable law, the Company agrees to promptly prepare (subject to Section 3(b) and Section 3(c))) hereof to promptly prepare, file with the CommissionCommission and furnish, use its best efforts to have declared effective, if required, and furnish at its own expense expense, to the Underwriters and to dealersany dealer upon request, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus 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 not 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 prevailing at that subsequent timewhen the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleadingmisleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the 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(c). As used herein, the Company will promptly notify term “Prospectus Delivery Period” means such period of time after the Representatives and will promptly amend first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or supplement, at its own expense, such Issuer Free Writing Prospectus required to eliminate be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or correct such conflict, untrue statement or omissiondealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus 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(b3(A)(a) (the “Representatives’ Review of Proposed Amendments and Supplements”)), 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 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 NotesOffered Shares) 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery Period, if 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 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 Prospectus, in 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, 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 Actapplicable law, the Company agrees to promptly prepare (subject to Section 3(b3(A)(b) and Section 3(A)(c))) hereof to promptly prepare, file with the CommissionCommission and furnish, use its best efforts to have declared effective, if required, and furnish at its own expense expense, to the Underwriters and to dealersany dealer upon request, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus 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 not 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 prevailing at that subsequent timewhen the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleadingmisleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the 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(A)(b) or Section 3(A)(c). As used herein, the Company will promptly notify term “Prospectus Delivery Period” means such period of time after the Representatives and will promptly amend 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 supplement, at its own expense, such Issuer Free Writing Prospectus required to eliminate be delivered but for Rule 172 under the Securities Act) in connection with sales of the Offered ADSs by any Underwriter or correct such conflict, untrue statement or omissiondealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfThe Company will comply with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder, the Pos Regs and the Rules of the London Stock Exchange, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If prior to the Second Closing Date any event shall occur which does or may constitute a significant change or new matter for the purposes of Regulation 10 of the Pos Regs, the Company shall notify the Representatives forthwith upon the Company becoming aware of the same, and without prejudice to Section 9 of this Agreement shall procure that any such change or new matter shall be dealt with in accordance with the Securities Act and the Exchange Act and the rules and regulation of the Commission thereunder, the Pos Regs and the Rules of the London Stock Exchange, and shall prepare and file with the Commission and the Registrar of Companies in England and Wales, and furnish at its own expense to the Underwriters and to dealers an appropriate amendment to the Registration Statement or supplement to such Prospectus so that such Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Prospectus will comply with all applicable laws and regulations. If during the Prospectus Delivery Periodperiod in which a prospectus is required by law to be delivered by an Underwriter or dealer, 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 Global Coordinators or counsel for the Underwriters, it is becomes necessary to amend the Registration Statement or amend or supplement the Prospectus in order to make the statements therein, in the Prospectus, in light of the circumstances when existing at the time the Prospectus is delivered to a purchaser, not misleading, or or, if in the opinion of the Representatives or counsel for the Underwriters, it is otherwise necessary at any time to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with the Securities Actany law, the Company agrees to promptly will prepare (subject to Section 3(b)), and 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 an appropriate amendment to the Registration Statement or supplement to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus it is delivered to a purchaserso delivered, be misleading misleading, or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, Prospectus 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionlaw.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which it is necessary to amend the Registration Statement Disclosure Package or amend or supplement the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in 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 to a purchaser, not misleading, or if in the opinion of the Representatives Underwriter or counsel for the Underwriters, Underwriter it is otherwise necessary to amend the Registration Statement or supplement the Prospectus Registration Statement, the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection with the Securities Actdelivery of the Prospectus, the Company agrees to promptly prepare (subject to Section 3(b)3(a) hereof), file with the Commission, Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective, if required, ) and furnish at its own expense to the Underwriters Underwriter and to dealers, such amendments, amendments or supplements to the Prospectus Registration Statement, the Disclosure Package or the Prospectus, or any new registration statements statement, so that the statements in the Disclosure Package or the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Disclosure Package and the Prospectus is delivered to a purchaser, be misleading or so that the Registration Statement, the Disclosure Package or 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionlaw.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(d) and Section 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including the Securities Act. If at Neither the Agent’s consent to, or delivery of, any time following issuance such amendment or supplement shall constitute a waiver 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 light of the circumstances prevailing at that subsequent time, not misleadingCompany’s obligations under Section 4(d) and Section 4(f). Notwithstanding the foregoing, the Company will promptly notify shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Representatives and will promptly amend Company believes that it is in its best interests not to file such amendment or supplement; provided, at its own expensehowever, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such Issuer Free Writing Prospectus amendment or supplement is filed or it is determined that such amendment or supplement is no longer required; provided further, that the failure of the Company to eliminate file such amendment or correct such conflictsupplement request shall not relieve the Company of any obligation or liability under Section 3(d) or Section 6 hereof, untrue statement or omissionaffect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent, the Forward Seller or the Forward Purchaser or counsel for the UnderwritersAgent, the Forward Seller or the Forward Purchaser it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(d) and 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters Agent, the Forward Seller and to dealersthe Forward Purchaser, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including 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 Neither the information contained in Agent’s, the Registration Statement (or any other registration statement relating to the Notes) Forward Seller’s or the Prospectus Forward Purchaser’s consent to, or delivery of, any Preliminary Prospectus such amendment or included or would include an untrue statement supplement shall constitute a waiver of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light any of the circumstances prevailing at that subsequent time, not misleadingCompany’s obligations under Sections 4(d) and 4(f). Notwithstanding the foregoing, the Company will promptly notify shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Representatives and will promptly amend Company believes that it is in its best interest not to file such amendment or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery Period, if 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 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 Prospectus, in 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, 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 Actapplicable law, the Company agrees to promptly prepare (subject to Section 3(b) and Section 3(c))) to promptly prepare, file with the CommissionCommission and furnish, use its best efforts to have declared effective, if required, and furnish at its own expense expense, to the Underwriters and to dealersany dealer upon request, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus 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 not 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 prevailing at that subsequent timewhen the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleadingmisleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the 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(c). As used herein, the Company will promptly notify term “Prospectus Delivery Period” means such period of time after the Representatives and will promptly amend 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 supplement, at its own expense, such Issuer Free Writing Prospectus required to eliminate be delivered but for Rule 172 under the Securities Act) in connection with the sales of the Shares by any Underwriter or correct such conflict, untrue statement or omissiondealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. IfThe Company will comply with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder, the Pos Regs and the Rules of the London Stock Exchange, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If prior to the Second Closing Date any event shall occur which does or may constitute a significant change or new matter for the purposes of Regulation 10 of the Pos Regs, the Company shall notify the Representatives forthwith upon the Company becoming aware of the same, and without prejudice to Section 9 of this Agreement shall procure that any such change or new matter shall be dealt with in accordance with the Securities Act and the Exchange Act and the rules and regulation of the Commission thereunder, Pos Regs and the Rules of the London Stock Exchange, and shall prepare and file with the Commission and the Registrar of Companies in England and Wales, and furnish at its own expense to the Underwriters and to dealers an appropriate amendment to the Registration Statement or supplement to such Prospectus so that such Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Prospectus will comply with all applicable laws and regulations. If during the Prospectus Delivery Periodperiod in which a prospectus is required by law to be delivered by an Underwriter or dealer, 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 Representatives or counsel for the Underwriters, it is becomes necessary to amend the Registration Statement or amend or supplement the Prospectus in order to make the statements therein, in the Prospectus, in light of the circumstances when existing at the time the Prospectus is delivered to a purchaser, not misleading, or or, if in the opinion of the Representatives or counsel for the Underwriters, it is otherwise necessary at any time to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with the Securities Actany law, the Company agrees to promptly will prepare (subject to Section 3(b)), and 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 an appropriate amendment to the Registration Statement or supplement to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus it is delivered to a purchaserso delivered, be misleading misleading, or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, Prospectus 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionlaw.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus in order to make the statements therein, in the Prospectus, in light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, not misleadingmisleading or in conflict with the information contained in the Registration Statement, including any prospectus or prospectus supplement that is a part of the Registration Statement and not superseded or modified, or if in the judgment of the Company or the reasonable opinion of the Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend the Registration Statement or supplement the Disclosure Package or the Prospectus or to file a new registration statement in order to comply with the Securities Actlaw, the Company agrees to (i) notify the Representatives of any such event or condition and (ii) promptly prepare (subject to Section 3(b)Sections 3(a) and 3(e) hereof), file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealers, such amendments, amendments or supplements to the Prospectus Disclosure Package or new registration statements so that the Prospectus, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented will notsupplemented, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, be not 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 in conflict with the information contained in the Registration Statement (or any other registration statement relating to so that the Notes) Registration Statement, the Disclosure Package or the Prospectus Prospectus, as amended 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 supplemented, will comply with the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionSecurities Act.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during During the Prospectus Delivery Period, if 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 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 does not 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 prevailing at that subsequent timewhen 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 is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the Company will agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly notify prepare, file with the Representatives Commission and will promptly amend or supplementfurnish, at its own expense, such Issuer Free Writing to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus to eliminate so that the statements in the Prospectus as so amended or correct such conflict, supplemented will not include an untrue statement of a material fact or omissionomit 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. Neither the 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(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 (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Shares by any Underwriter or dealer.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(d) and 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including the Securities Act. If at Neither the Agent’s consent to, or delivery of, any time following issuance such amendment or supplement shall constitute a waiver of an Issuer Free Writing Prospectus any of the Company’s obligations under Sections 4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there occurred is no pending Issuance Notice, the Company believes that it is in its best interest not to file such amendment or occurs an event or development supplement, and no such amendment is necessary to make the Prospectus, as used in connection with a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or sale pursuant to any other registration statement relating to the Notes) or the Prospectus or any Preliminary Prospectus or included or would prior Issuance Notice, not 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 light of the circumstances prevailing existing at that subsequent timethe time the Prospectus was delivered to a purchaser, not misleadingmisleading and to be in compliance with applicable law, including the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionSecurities Act.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(d) and Section 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including the Securities Act. If at Neither the Agent’s consent to, or delivery of, any time following issuance such amendment or supplement shall constitute a waiver of an Issuer Free Writing Prospectus any of the Company’s obligations under Section 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there occurred is no pending Issuance Notice, the Company believes that it is in its best interest not to file such amendment or occurs an event or development supplement, and no such amendment is necessary to make the Prospectus, as used in connection with a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or sale pursuant to any other registration statement relating to the Notes) or the Prospectus or any Preliminary Prospectus or included or would prior Issuance Notice, not 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 light of the circumstances prevailing existing at that subsequent timethe time the Prospectus was delivered to a purchaser, not misleadingmisleading and to be in compliance with applicable law, including the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionSecurities Act.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b3(d) and 3(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including the Securities Act. If at Neither the Agent’s consent to, or delivery of, any time following issuance such amendment or supplement shall constitute a waiver of an Issuer Free Writing Prospectus any of the Company’s obligations under Sections 3(d) and 3(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or supplement if there occurred is no pending Placement Notice, the Company believes that it is in its best interest not to file such amendment or occurs an event or development supplement, and no such amendment is necessary to make the Prospectus, as used in connection with a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or sale pursuant to any other registration statement relating to the Notes) or the Prospectus or any Preliminary Prospectus or included or would prior Placement Notice, not 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 light of the circumstances prevailing existing at that subsequent timethe time the Prospectus was delivered to a purchaser, not misleadingmisleading and to be in compliance with applicable law, including the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionSecurities Act.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, If 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 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 Prospectus, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Representatives Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or to file a new registration statement to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(d) and 4(f))) to promptly prepare, file with the Commission, use its best efforts to have declared effective, if required, Commission and furnish at its own expense to the Underwriters and to dealersAgent, such amendments, amendments or supplements to the Prospectus or new registration statements so that the statements in the Prospectus as so amended or supplemented will notnot 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 to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, and the Registration Statement as amended, will comply with applicable law including the Securities Act. If at Neither the Agent’s consent to, or delivery of, any time following issuance such amendment or supplement shall constitute a waiver of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result any of which such Issuer Free Writing Prospectus conflicted or would conflict the Company’s obligations under Sections 4(d) and 4(f); provided, however, that the only remedy the Agent shall have with the information contained in the Registration Statement (or any other registration statement relating respect to the Notesfailure by the Company to make such filing (other than the Agent’s rights under Section 3(d) or Section 6 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; provided further, that 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 light failure of the circumstances prevailing at that subsequent timeCompany 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, not misleadingor affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement. Notwithstanding the foregoing, the Company will promptly notify shall not be required to file such amendment or supplement if there is no pending Issuance Notice and the Representatives and will promptly amend Company believes that it is in its best interest not to file such amendment or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.