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) Ventas shall have filed the Prospectus with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act; (ii) The Final Term Sheet and any other material required to be filed by Ventas pursuant to Rule 433(d) under the Securities Act with respect to the offer and sale of the Notes shall have been filed with the Commission within the applicable time periods prescribed for such filings under Rule 433 by Rule 164(b) 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 Ventas 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 and, with respect to the Notes: (i) Ventas shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; (ii) The Final Term Sheet Sheet, and any other material required to be filed by Ventas pursuant to Rule 433(d) under the Securities Act with respect to the offer and sale of the Notes Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 by Rule 164(b) under the Securities Act; and433; (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 Ventas 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.; and

Compliance with Registration Requirements; No Stop Order. For the period from and after the Execution Applicable Time and prior to the Closing TimeDate or the Date of Delivery, as applicable: (i) Ventas The Company shall have filed the Prospectus with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act; (ii) The Final Term Sheet and any other Any material required to be filed by Ventas the Company pursuant to Rule 433(d) under the Securities Act with respect to the offer and sale of the Notes Shares shall have been filed with the Commission within the applicable time periods prescribed for such filings under Rule 433 by Rule 164(b) 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 Ventas 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 and, with respect to the Notes: (i) Ventas shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; (ii) The Final Term Sheet and any other material required to be filed by Ventas pursuant to Rule 433(d) under the Securities Act with respect to the offer and sale of the Notes shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 by Rule 164(b) 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 Ventas 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 Time or the applicable Additional Closing Time, as the case may be: (i) Ventas shall have filed the Prospectus with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act; (ii) The Final Term Sheet and any other material required to be filed by Ventas pursuant to Rule 433(d) under the Securities Act with respect to the offer and sale of the Notes shall have been filed with the Commission within the applicable time periods prescribed for such filings under Rule 433 by Rule 164(b) 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 Ventas 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 and, with respect to the Notes: (i) Ventas shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; (ii) The Final Term Sheet Sheet, and any other material required to be filed by Ventas pursuant to Rule 433(d) under the Securities Act with respect to the offer and sale of the Notes Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 by Rule 164(b) 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 Ventas 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.; and