Common use of Amendments to Registration Statement Clause in Contracts

Amendments to Registration Statement. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement continuously effective at all times during the Initial Registration Period and any Additional Registration Period, and, during such period, comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with or furnishing to the SEC a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Company.

Amendments to Registration Statement. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement continuously effective at all times during the Initial Registration Period and any Additional Registration Period, and, during such period, comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with a report on Form 10-Q, Form 10-K or furnishing to the SEC a any analogous report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Company.

Amendments to Registration Statement. 3.1.1. The Company shall prepare deliver to the Underwriter, prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Underwriter shall reasonably object in writing. 3.1.2. The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Underwriter of such timely filing. 3.2.1. During the period beginning on the date hereof and ending on the later of the Closing Date or such date as, in the reasonable opinion of Underwriter’s Counsel, the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in Rule 173(a) under the Act is no longer required to be provided) in connection with sales by an underwriter or dealer (the SEC “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company shall furnish to the Underwriter and Underwriter’s Counsel for review a copy of each such amendments proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriter reasonably objects within 36 hours of delivery thereof to Underwriter’s Counsel. 3.2.2. After the date of this Agreement, the Company shall promptly advise the Underwriter in writing of: (including i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendments) and supplements amendment to a the Registration Statement or any amendment or supplement to any prospectus, the Pricing Disclosure Package or the Prospectus; (iii) the time and date that any post-effective amendment to the prospectus used in connection Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of any prospectus, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings to remove, suspend or terminate from listing the Ordinary Shares from any securities exchange upon which the Ordinary Shares are listed for trading, or of the threatening of initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with such Registration Statementthe provisions of Rules 424(b), which prospectus is to be filed pursuant to Rule 424 promulgated 430A and 430B, as applicable, under the Securities Act, as may be necessary Act and will use its reasonable efforts to keep such Registration Statement continuously effective at all times during confirm that any filings made by the Initial Registration Period and any Additional Registration Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)). (i) During the Prospectus Delivery Period, and, during such period, the Company will comply in all material respects with all requirements imposed upon it by the Act as now in effect and as may be hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Pricing Disclosure Package, the Registration Statement and the Prospectus. If during such period any event or development occurs as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Securities Act with respect to circumstances then existing, not misleading, or if during such period it is necessary or appropriate in the disposition of all Registrable Securities opinion of the Company covered by such or its counsel or the Underwriter or Underwriter’s Counsel to amend the Registration Statement until or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) to comply with the Act, the Company will promptly notify the Underwriter and will promptly amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance. (ii) If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as all a result of which such Registrable Securities shall have been disposed Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement or the Prospectus or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances there existing, not misleading, the Company will promptly notify the Underwriter 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. 3.2.4. The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriter in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments Rule 430 and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.25(b) by reason of the Act. 3.2.5. If the Company filing with or furnishing elects to the SEC a report rely on Rule 462(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by reference into such the earlier of: (i) 10:00 P.M., Eastern time, on the date of this Agreement, and (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2), and pay the applicable fees in accordance with Rule 111 of the Act. 3.5.6. The Company will use its commercially reasonable efforts, in cooperation with the Underwriter, at or prior to the time of effectiveness of the Registration Statement, if applicable, to qualify the Securities for offering and sale under the securities laws relating to the Offering or shall file sale of the Securities of such amendments or supplements with jurisdictions as the SEC on the same day on which the Exchange Act report is filed which created the requirement Underwriter may reasonably designate and to maintain such qualifications in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to amend qualify as a foreign corporation or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect execute a general consent to each Registration Statement service of process or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating subject itself to such Registration Statement that pertains to the Investors as “Selling Stockholders” but taxation if it is otherwise not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Company.so subject

Amendments to Registration Statement. The During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus Prospectus used in connection with such a Registration Statement, which prospectus Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement continuously effective at all times during the Initial Registration Period and any Additional Registration Period, and(ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), during such period, and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.22(c)) by reason of the Company Company’s filing with a report on Form 10-K, Form 10-Q, or furnishing to the SEC a Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated incorporate such report by reference into such the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such the Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Company.

Amendments to Registration Statement. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement continuously effective at all times during the Initial Registration Period and any Additional Registration Period and, if any such Registration Statement is not withdrawn at the expiration of the Initial Registration Period or Additional Registration Period, as applicable, at all times until so withdrawn, and, during such period, comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with or furnishing to the SEC a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” Stockholders but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Company.

Amendments to Registration Statement. The In connection with the Registration Statement, the Company shall use its reasonable best efforts to: (i) promptly prepare and file with the SEC any such amendments (including post-effective amendments) to the Registration Statement and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, contained therein as may be necessary to keep such the Registration Statement continuously effective at all times during for a reasonable period of time after the Initial Registration Period and any Additional Registration Periodfiling date thereof, and, during such period, comply in all material respects with provided that the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until shall not be required to be filed, updated or supplemented after the earlier of such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In Statement or until such Registrable Securities have been sold or may be sold without the case requirement to be in compliance with Rule 144(c)(1) and otherwise without volume or other restriction pursuant to Rule 144 of amendments the Securities Act; and supplements to a (ii) prepare and promptly file with the SEC and promptly notify the selling shareholders named in the Registration Statement which are of the filing of such amendment or supplement to the Registration Statement or prospectus that is part of the Registration Statement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with or furnishing to the SEC a report delivered under the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”), the Company any event shall have incorporated occurred as the result of which any such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement prospectus or any amendment thereto andother prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to light of the Investors of material and non-public information concerning the Company.circumstances in which they were made, not misleading. Convertible Promissory Note Purchase Agreement

Amendments to Registration Statement. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement continuously effective at all times during the Initial Registration Period and any Additional Registration Period, and, during such period, comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with or furnishing to the SEC a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Company.

Amendments to Registration Statement. 3.1.1. The Company shall prepare deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably object in writing. 3.1.2. The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representative of such timely filing. 3.2.1. During the period beginning on the date hereof and ending on the later of the Closing Date or such date as, in the reasonable opinion of Representative’s Counsel, the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in Rule 173(a) under the Act is no longer required to be provided) in connection with sales by an underwriter or dealer (the SEC “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company shall furnish to the Representative and Representative’s Counsel for review a copy of each such amendments proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Representative reasonably objects within 36 hours of delivery thereof to Representative’s Counsel. 3.2.2. After the date of this Agreement, the Company shall promptly advise the Representative in writing of: (including i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendments) and supplements amendment to a the Registration Statement or any amendment or supplement to any prospectus, the Pricing Disclosure Package or the Prospectus; (iii) the time and date that any post-effective amendment to the prospectus used in connection Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of any prospectus, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings to remove, suspend or terminate from listing the Shares from any securities exchange upon which the Shares are listed for trading, or of the threatening of initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with such Registration Statementthe provisions of Rules 424(b), which prospectus is to be filed pursuant to Rule 424 promulgated 430A and 430B, as applicable, under the Securities Act, as may be necessary Act and will use its reasonable efforts to keep such Registration Statement continuously effective at all times during confirm that any filings made by the Initial Registration Period and any Additional Registration Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)). (i) During the Prospectus Delivery Period, and, during such period, the Company will comply in all material respects with all requirements imposed upon it by the Act as now in effect and as may be hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Pricing Disclosure Package, the Registration Statement and the Prospectus. If during such period any event or development occurs as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Securities Act with respect to circumstances then existing, not misleading, or if during such period it is necessary or appropriate in the disposition of all Registrable Securities opinion of the Company covered by such or its counsel or the Representative or Representative’s Counsel to amend the Registration Statement until or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) to comply with the Act, the Company will promptly notify the Representative and will promptly amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance. (ii) If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as all a result of which such Registrable Securities shall have been disposed Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement or the Prospectus or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances there existing, not misleading, the Company will promptly notify the 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. 3.2.4. The Company consents to the use and delivery of the Preliminary Prospectus by the Representative in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments Rule 430 and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.25(b) by reason of the Act. 3.2.5. If the Company filing with or furnishing elects to the SEC a report rely on Rule 462(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by reference into such the earlier of: (i) 10:00 P.M., Eastern time, on the date of this Agreement, and (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2), and pay the applicable fees in accordance with Rule 111 of the Act. 3.5.6. The Company will use commercially reasonable efforts, in cooperation with the Representative, at or prior to the time of effectiveness of the Registration Statement, to qualify the Securities for offering and sale under the securities laws relating to the Offering or sale of the Securities of such jurisdictions as the Representative may reasonably designate and to maintain such qualifications in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process or to subject itself to taxation if applicableit is otherwise not so subject 3.2.7. For a period of three (3) years after the date of this Agreement, or the Company shall file such amendments or supplements with use its commercially reasonable efforts to maintain the SEC on registration of the same day on which Ordinary Shares under the Exchange Act report is filed which created the requirement for Act, unless the Company to amend or supplement such Registration Statementis taken private in a bona fide acquisition transaction. The Company shall respond as promptly as reasonably practicable not deregister the Ordinary Shares under the Exchange Act without the prior written consent of the Representative, which consent shall not be unreasonably withheld. If the Company fails to maintain such listing of its Shares on the NASDAQ Capital Market or other Trading Market, for a period of three (3) years from the Effective Date, the Company, at its expense, shall obtain and keep current a listing of such securities in the Standard & Poor’s Corporation Records Services or Mergent’s Industrial Manual; provided that Mergent’s OTC Industrial Manual is not sufficient for these purposes. “Trading Market” means any of the following markets or exchanges on which the Ordinary Shares is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Stock Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any comments received from of the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Companyforegoing).

Amendments to Registration Statement. 3.1.1. The Company shall prepare deliver to the Underwriter, prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Underwriter shall reasonably object in writing. 3.1.2. The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Underwriter of such timely filing. 3.2.1. During the period beginning on the date hereof and ending on the later of the Closing Date or such date as, in the reasonable opinion of Underwriter’s Counsel, the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in Rule 173(a) under the Act is no longer required to be provided) in connection with sales by an underwriter or dealer (the SEC “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company shall furnish to the Underwriter and Underwriter’s Counsel for review a copy of each such amendments proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriter reasonably objects within 36 hours of delivery thereof to Underwriter’s Counsel. 3.2.2. After the date of this Agreement, the Company shall promptly advise the Underwriter in writing of: (including i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendments) and supplements amendment to a the Registration Statement or any amendment or supplement to any prospectus, the Pricing Disclosure Package or the Prospectus; (iii) the time and date that any post-effective amendment to the prospectus used in connection Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of any prospectus, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings to remove, suspend or terminate from listing the Ordinary Shares from any securities exchange upon which the Ordinary Shares are listed for trading, or of the threatening of initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with such Registration Statementthe provisions of Rules 424(b), which prospectus is to be filed pursuant to Rule 424 promulgated 430A and 430B, as applicable, under the Securities Act, as may be necessary Act and will use its reasonable efforts to keep such Registration Statement continuously effective at all times during confirm that any filings made by the Initial Registration Period and any Additional Registration Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)). 3.2.3. (i) During the Prospectus Delivery Period, and, during such period, the Company will comply in all material respects with all requirements imposed upon it by the Act as now in effect and as may be hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Pricing Disclosure Package, the Registration Statement and the Prospectus. If during such period any event or development occurs as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Securities Act with respect to circumstances then existing, not misleading, or if during such period it is necessary or appropriate in the disposition of all Registrable Securities opinion of the Company covered by such or its counsel or the Underwriter or Underwriter’s Counsel to amend the Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) to comply with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with or furnishing to the SEC a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with will promptly notify the SEC on Underwriter and will promptly amend the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto andsupplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, as promptly as reasonably possible, provide the Investors true and complete copies Pricing Disclosure Package) or file such document (at the expense of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Company) so as to correct such statement or omission or effect such compliance.

Amendments to Registration Statement. The Company shall prepare Prepare and file with the SEC Commission such amendments (including post-effective amendments) and supplements to a Registration Statement such registration statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, registration statement as may be necessary to keep such Registration Statement continuously effective at all times during the Initial Registration Period and any Additional Registration Period, and, during such period, comply in all material respects with the provisions of the Securities Act and rules thereunder with respect to the disposition of all Registrable Securities of the Company securities covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with registration statement. If the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with or furnishing to the SEC a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)registration is for an underwritten offering, the Company shall have incorporated such report amend the registration statement or supplement the prospectus whenever required by reference the terms of the underwriting agreement entered into such Registration Statementpursuant to Section 4.5. Subject to Rule 415 under the Securities Act, if applicablethe registration statement is a Shelf Registration, the Company shall amend the registration statement or shall file such amendments or supplements supplement the prospectus so that it will remain current and in compliance with the SEC on requirements of the same day on Securities Act for three years after its effective date, and if during such period any event or development occurs as a result of which the Exchange Act report is filed which created registration statement or prospectus contains a misstatement of a material fact or omits to state a material fact required to be stated therein or necessary to make the requirement for statements therein not misleading, the Company to shall promptly notify each Selling Holder of Registrable Shares, amend the registration statement or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC prospectus so that each will thereafter comply with respect the Securities Act and furnish to each Registration Statement Selling Holder of Registrable Shares such amended or any supplemented prospectus, which each such Holder shall thereafter use in the Transfer of Registrable Shares covered by such registration statement. Pending such amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies or supplement each such Holder shall cease making offers or Transfers of all correspondence from and Registrable Shares pursuant to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Companyprior prospectus.

Amendments to Registration Statement. The Company shall prepare Prepare and file with the SEC Commission such amendments (including post-effective amendments) and supplements to a Registration Statement such registration statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, registration statement as may be necessary to keep such Registration Statement continuously effective at all times during the Initial Registration Period and any Additional Registration Period, and, during such period, comply in all material respects with the provisions of the Securities Act and rules thereunder with respect to the disposition of all Registrable Securities of the Company securities covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with registration statement. If the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with or furnishing to the SEC a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)registration is for an underwritten offering, the Company shall have incorporated such report amend the registration statement or supplement the prospectus whenever required by reference the terms of the underwriting agreement entered into such Registration Statementpursuant to Section 4.5. Subject to Rule 415 under the Securities Act, if applicablethe registration statement is a Shelf Registration, the Company shall amend the registration statement or shall file such amendments or supplements supplement the prospectus so that it will remain current and in compliance with the SEC on requirements of the same day on Securities Act for six months after its effective date, and if during such period any event or development occurs as a result of which the Exchange Act report is filed which created registration statement or prospectus contains a misstatement of a material fact or omits to state a material fact required to be stated therein or necessary to make the requirement for statements therein not misleading, the Company to shall promptly notify each Selling Holder of Registrable Shares, amend the registration statement or supplement the prospectus so that each will thereafter comply with the Securities Act and furnish to each Selling Holder of Registrable Shares such Registration Statementamended or supplemented prospectus, which each such Holder shall thereafter exclusively use in the Transfer of Registered Shares. The Company shall respond as promptly as reasonably practicable to any comments received Pending such amendment or supplement, and after written notice from the SEC with respect to Company, each Registration Statement such Holder shall cease making offers or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies Transfers of all correspondence from and Registered Shares pursuant to the SEC relating prospectus as it existed prior to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Companyamendment or supplement.

Amendments to Registration Statement. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement continuously effective at all times during the Initial Registration Period and any Additional Registration Period and, if any such Registration Statement is not withdrawn at the expiration of the Initial Registration Period or Additional Registration Period, as applicable, at all times until so withdrawn, and, during such period, comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3.2) by reason of the Company filing with or furnishing to the SEC a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Investors true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Investors as “Selling Stockholders” but not any comments that would result in the disclosure to the Investors of material and non-public information concerning the Company.