Common use of Bring Down Opinions of Counsel Clause in Contracts

Bring Down Opinions of Counsel. Each time the Company (i) files a Prospectus Supplement relating to the Securities pursuant to Section 1.4 (other than the Initial Prospectus Supplement), (ii) amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Securities; (iii) files an Annual Report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); or (iv) furnishes its unaudited interim financial statements and management's discussion and analysis on Form 6-K under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a "Representation Date"), the Company shall furnish the Investor, within three Trading Days after each filing date thereof, the opinion "bring down" from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof. The requirement to provide the opinion "bring down" under this Section 6.3(xii) shall be waived for any Representation Date referred to in clause (iv) above with respect to a fiscal quarter during which no Shares were sold hereunder, which waiver shall continue until the earlier to occur of the date the Company delivers a Fixed Request Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Fixed Request Notice to the Investor following a Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion "bring down" under this Section 6.3(xii), then before the Company delivers the Fixed Request Notice to the Investor, the Company shall provide the Investor with opinion "bring down" from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof, dated the date of the Fixed Request Notice.

Bring Down Opinions of Counsel. Each time the Company (i) files a Prospectus Supplement relating to the Securities pursuant to Section 1.4 (other than the Initial Prospectus Supplement), (ii) amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the SecuritiesSecurities (other than as set forth in clauses (iii) and (iv) hereof); (iii) files an Annual Report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); or (iv) furnishes its unaudited interim financial statements and management's discussion and analysis a current report on Form 68-K under that contains amended material financial information (or a restatement of material financial information) or an amendment to other material information contained or incorporated by reference in the Exchange Act Registration Statement or any Prospectus Supplement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a "“Representation Date"”), the Company shall furnish the Investor, within three (3) Trading Days after each filing date thereof, the opinion "opinions and negative assurance “bring down" ” from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof. The requirement to provide the opinion "“bring down" ” under this Section 6.3(xii6.3(l) shall be waived for any Representation Date referred to in clause (iv) above with respect to a fiscal quarter during which no Shares were sold hereunder, which waiver shall continue until the earlier to occur of the date the Company delivers a Fixed Request VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Fixed Request VWAP Purchase Notice to the Investor following a Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion "“bring down" ” under this Section 6.3(xii6.3(l), then before the Company delivers the Fixed Request VWAP Purchase Notice to the Investor, the Company shall provide the Investor with opinion "“bring down" ” from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof, dated the date of the Fixed Request VWAP Purchase Notice.

Bring Down Opinions of Counsel. Each time the Company (i) files a Prospectus Supplement relating to the Securities pursuant to Section 1.4 (other than the Initial Prospectus Supplement), (ii) amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the SecuritiesSecurities (other than as set forth in clauses (iii) and (iv) hereof); (iii) files an Annual Report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); or (iv) furnishes its unaudited interim financial statements and management's discussion and analysis a current report on Form 68-K under that contains amended material financial information (or a restatement of material financial information) or an amendment to other material information contained or incorporated by reference in the Exchange Act Registration Statement or any Prospectus Supplement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a "“Representation Date"”), the Company shall furnish the Investor, within three (3) Trading Days after each filing date thereof, the opinion "opinions and negative assurance “bring down" ” from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof. The requirement to provide the opinion "“bring down" ” under this Section 6.3(xii6.3(l) shall be waived for any Representation Date referred to in clause (iv) above with respect to a fiscal quarter during which no Shares were sold hereunder, which waiver shall continue until the earlier to occur of the date the Company delivers a Fixed Request Purchase Notice or Forward Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Fixed Request Purchase Notice or Forward Purchase Notice to the Investor following a Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion "“bring down" ” under this Section 6.3(xii6.3(l), then before the Company delivers the Fixed Request Purchase Notice or Forward Purchase Notice to the Investor, the Company shall provide the Investor with opinion "“bring down" ” from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof, dated the date of the Fixed Request NoticePurchase Notice or Forward Purchase Notice (as applicable).

Bring Down Opinions of Counsel. Each time the Company (i) files a Prospectus Supplement relating to the Securities pursuant to Section 1.4 1.3 (other than the Initial Prospectus Supplement), (ii) amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the SecuritiesSecurities (other than as set forth in clauses (iii) and (iv) hereof); (iii) files an Annual Report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); or (iv) furnishes its unaudited interim financial statements and management's discussion and analysis files a Quarterly Report on Form 610-Q or Form 10-Q/A or a Current Report on Form 8-K under or Form 8-K/A that contains amended material financial information (or a restatement of material financial information) or an amendment to other material information contained or incorporated by reference in the Exchange Act Registration Statement or any Prospectus Supplement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a "“Representation Date"”), the Company shall furnish the Investor, within three (3) Trading Days after each filing date thereof, the opinion "bring down" letter and negative assurance letter from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof. Simultaneously with the delivery of such opinion by counsel to the Company, the Investor shall obtain from its own counsel such opinions and negative assurance letters as are customarily delivered to an underwriter in a registered securities offering, and in the forms mutually agreed to by such counsel and the Investor, unless waived by the Investor. The requirement to provide the opinion "“bring down" ” under this Section 6.3(xii6.3(l) shall be waived for any Representation Date referred to in clause (iv) above with respect to a fiscal quarter during which no Shares were sold hereunder, which waiver shall continue until the earlier to occur of the date the Company delivers a Fixed Request VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Fixed Request VWAP Purchase Notice to the Investor following a Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion "“bring down" ” under this Section 6.3(xii6.3(l), then before the Company delivers the Fixed Request Notice VWAP Purchase Notice, respectively, to the Investor, the Company shall provide the Investor with opinion "“bring down" ” from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof, dated the date of the Fixed Request VWAP Purchase Notice, respectively.

Bring Down Opinions of Counsel. Each time the Company (i) files a Prospectus Supplement relating to the Securities pursuant to Section 1.4 1.3 (other than the Initial Prospectus Supplement), (ii) amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the SecuritiesSecurities (other than as set forth in clauses (iii) and (iv) hereof); (iii) files an Annual Report on Form 2010-F K under the Exchange Act (including any Form 2010-FK/A containing amended financial information or a material amendment to the previously filed Form 2010-FK); or (iv) furnishes its unaudited interim financial statements and management's discussion and analysis quarterly report on Form 610-Q or Form 10-Q/A or a current report on Form 8-K under or Form 8-K/A that contains amended material financial information (or a restatement of material financial information) or an amendment to other material information contained or incorporated by reference in the Exchange Act Registration Statement or any Prospectus Supplement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a "“Representation Date"”), the Company shall furnish the Investor, within three (3) Trading Days after each filing date thereof, the opinion "opinions and negative assurance “bring down" ” from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof. The requirement to provide the opinion "“bring down" ” under this Section 6.3(xii6.3(l) shall be waived for any Representation Date referred to in clause (iv) above with respect to a fiscal quarter during which no Shares were sold hereunder, which waiver shall continue until the earlier to occur of the date the Company delivers a Fixed Request Purchase Notice, a VWAP Purchase Notice hereunder or an Additional VWAP Purchase Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Fixed Request Purchase Notice, a VWAP Purchase Notice or an Additional VWAP Purchase Notice to the Investor following a Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion "“bring down" ” under this Section 6.3(xii6.3(l), then before the Company delivers the Fixed Request Purchase Notice, the VWAP Purchase Notice or the Additional VWAP Purchase Notice, respectively, to the Investor, the Company shall provide the Investor with opinion "“bring down" ” from outside U.S. and Xxxxxxxx Islands counsel to the Company, in the forms mutually agreed to by the parties hereto prior to the date hereof, dated the date of the Fixed Request Purchase Notice, the VWAP Purchase Notice or the Additional VWAP Purchase Notice, respectively.