Common use of Compliance with Registration Requirements; No Stop Order Clause in Contracts

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing Time: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the Rule 430B Information) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing TimeDate and, with respect to the Optional Securities, any Subsequent Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company each Issuer Free Writing Prospectus shall have been timely filed a with the Commission under the Securities Act, to the extent required by Rule 433 under the Securities Act; (ii) no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment to the Registration Statement containing the information required by such pursuant to Rule 430B, and such post-effective amendment shall have become effective; (ii401(g)(2) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities ActAct shall have been received by the Company; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Representatives' consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus and any other issuer information to in the extent manner and within the time periods period required by such Rule 433 under the Securities Act; and424(b); (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; and (iii) no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement, ) or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or or, to the knowledge of the Company, threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Representatives' consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus and any other issuer information to in the extent manner and within the time periods period required by such Rule 433 under the Securities Act; and424(b); (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iii) the NASD shall have raised no objection as to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time date of this Agreement and prior to the Closing TimeDate and, with respect to the Optional Debentures, any Subsequent Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including including, if applicable, the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, if applicable, and such post-effective amendment shall have become effective; (ii) ; and the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information Prospectus, to the extent and within the time periods required by Rule 433 under the Securities Act; and (iiiii) no stop order suspending the effectiveness of the Registration Statement, Statement or of any post-effective amendment to the Registration Statement, Statement shall be in effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing TimeTime or the Date of Delivery, as applicable: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) any material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose purpose, pursuant to Rule 401(g)(2) under the Securities Act or pursuant to Section 8A of the Securities Act, shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. No Objection from the NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Offered Shares, prior to the Second Closing Date, if any: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A or Rule 430B, as applicable, under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; , or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A or Rule 430B, as applicable, and such post-effective amendment shall have become effective; (ii) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; and (iii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement, Statement shall be in effect and no proceedings for such purpose shall have been instituted or pending, contemplated or threatened by the Commission, and the Company shall not have received from ; (iii) any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or any notice pursuant incorporated document or otherwise) shall have been complied with to Rule 401(g)(2the satisfaction of counsel for the Underwriters; and (iv) under the Securities Act objecting NASD shall have raised no objection to use the fairness and reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing TimeDate and, with respect to the Optional Shares, any Subsequent Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company each Issuer Free Writing Prospectus shall have been timely filed a with the Commission under the Securities Act, to the extent required by Rule 433 under the Securities Act; (ii) no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment to the Registration Statement containing the information required by such pursuant to Rule 430B, and such post-effective amendment shall have become effective; (ii401(g)(2) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities ActAct shall have been received by the Company; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing TimeDate and, with respect to the Optional Shares, any Subsequent Closing Date: (i) the Company Issuer shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company Issuer shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) any material required to be filed by the Company Issuer pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing TimeDate: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company each Issuer Free Writing Prospectus shall have been timely filed a with the Commission under the Securities Act, to the extent required by Rule 433 under the Securities Act; (ii) no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment to the Registration Statement containing the information required by such pursuant to Rule 430B, and such post-effective amendment shall have become effective; (ii401(g)(2) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities ActAct shall have been received by the Company; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing Time: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose purpose, pursuant to Rule 401(g)(2) under the Securities Act or pursuant to Section 8A of the Securities Act, shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. No Objection from FINRA. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing TimeDate and, with respect to the Optional Units, any Subsequent Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A under the Securities Act, and such post-effective amendment shall have become effective; (ii) the Company Registration Statement, including any 462(b) Registration Statement, shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; andbecome effective; (iii) no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iv) the FINRA shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Option Shares, the Second Closing Date: (i1) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; , or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; and (iii2) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and any request for additional information on the Company shall not have received from part of the Commission any notice pursuant (to Rule 401(g)(2be included in the Registration Statement or Prospectus or otherwise) under shall have been complied with to the Securities Act objecting to use reasonable satisfaction of the automatic shelf registration statement formRepresentatives.

Compliance with Registration Requirements; No Stop Order. No Objection from --------------------------------------------------------------------------- NASD. For the period from and after the Execution Time effectiveness of this Agreement and ---- prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; and (iii) no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement, ) or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing Time: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430B under the Securities Act, and such post-effective amendment shall have become effective; ; (ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act; and and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or or, to the Company’s knowledge, threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.;

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Representative's consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus and any other issuer information to in the extent manner and within the time periods period required by such Rule 433 under the Securities Act; and424(b); (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or or, to the knowledge of the Company, threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Representatives' consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus and any other issuer information to in the extent manner and within the time periods period required by such Rule 433 under the Securities Act; and424(b); (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-post- effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Shares, each Option Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b497(c) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; and (iii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or or, to the Company's knowledge, threatened by the Commission, ; (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements; and (iv) no Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which Jefferies has reasonably objected in writing.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained NationsBanc Montxxxxxx Xxxurities, Inc.'s consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus in the manner and any other issuer information to the extent and within the time periods period required by such Rule 433 under the Securities Act; and424(b); (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing TimeDate: (i) the Company Issuer and the Guarantor shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company Issuer and the Guarantor shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Company Final Term Sheet, and any other material required to be filed by the Issuer or the Guarantor pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Representatives’ consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus and any other issuer information to in the extent manner and within the time periods period required by such Rule 433 under the Securities Act; and424(b); (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing TimeDate: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430B under the Securities Act, and such post-effective amendment shall have become effective; (ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Representatives' consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus in the manner and any other issuer information to the extent and within the time periods period required by such Rule 433 under the Securities Act; and424(b); (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Shares, each Option Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A promulgated under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and ; and (iii) any material required to be filed by the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2433(d) under the Securities Act objecting to use of shall have been filed with the automatic shelf registration statement formCommission within the applicable time periods prescribed for such filings under such Rule 433.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing TimeDate: (i) the Company Issuer shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company Issuer shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) any material required to be filed by the Company Issuer pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing TimeDate and, with respect to the Optional Securities, any Subsequent Closing Date: (i) the Company Issuers shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company Issuers shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Company Final Term Sheet and any other material required to be filed by the Issuers pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing TimeDate: (i) the Company Issuer and the Guarantor shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company Issuer and the Guarantor shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Company Final Term Sheet, and any other material required to be filed by the Issuer or the Guarantor pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Shares, each Option Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A) in the manner and within the time period required by Rule 424(b) under the Securities Act); or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) the Company shall have filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the time periods required by Rule 433 under the Securities Act; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and ; and (iii) any material required to be filed by the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings under the Securities Act objecting to use of the automatic shelf registration statement formsuch Rule 433.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Representatives' consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus and any other issuer information to in the extent manner and within the time periods period required by such Rule 433 under the Securities Act424(b); and (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing TimeDate and any Option Closing Date and, with respect to the Securities: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the Rule information required by Rules 430A, 430B Informationand 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act shall have been instituted or threatened by the Commission, ; and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing TimeDate: (i) the Company Issuer and the Guarantor shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company Issuer and the Guarantor shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Company Final Term Sheet, and any other material required to be filed by the Issuer or the Guarantor pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing TimeDate: (i) the Company Issuer shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company Issuer shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) any material required to be filed by the Company Issuer pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time and prior to the Closing TimeDate and, with respect to the Optional Shares, any Subsequent Closing Date: (i) the Company Issuer shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company Issuer shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Company Final Term Sheet and any material required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after the Execution Time effectiveness of this Agreement and prior to the First Closing TimeDate and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Information430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B430A, and such post-effective amendment shall have become effective; (ii) ; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Underwriters's consent thereto, the Company shall have filed a Term Sheet with the Commission any Issuer Free Writing Prospectus and any other issuer information to in the extent manner and within the time periods period required by such Rule 433 under the Securities Act; and424(b); (iiiii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, ; and (iii) the NASD shall have raised no objection to the fairness and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use reasonableness of the automatic shelf registration statement formunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Time effectiveness of this Agreement and prior to the Closing Time: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B Informationunder the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; (ii) the Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission any Issuer Free Writing Prospectus and any other issuer information to the extent and within the applicable time periods required by prescribed for such filings under such Rule 433 under the Securities Act433; and (iii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting or pursuant to use Section 8A of the automatic shelf registration statement formSecurities Act.