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 effectiveness of this Agreement and prior to the Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act and in accordance with Section 3(b) and (c) hereof; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) 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 within the applicable time periods prescribed for such filings under such Rule 433; (iv) the Registration Statement shall have become effective and 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 under 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (v) all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative.

Compliance with Registration Requirements; No Stop Order. For the period from and after the effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Common Shares, prior to the applicable Subsequent Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other 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 within the applicable time periods prescribed for such filings under such Rule 433;; and (iviii) the Registration Statement shall have become effective and 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 under the Securities Act shall have been instituted or threatened by the Commission; , and the Company shall has not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and (v) all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative.

Compliance with Registration Requirements; No Stop Order. For the period from and after effectiveness of this Agreement and prior to the Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule Rules 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other 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 within the applicable time periods prescribed for such filings under such Rule 433;433 under the Securities Act; and (iviii) the Registration Statement shall have become effective and 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 under 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (v) all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative.

Compliance with Registration Requirements; No Stop Order. For the period from and after effectiveness of this Agreement the Execution Time and prior to the Closing DateTime: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities ActInformation) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each 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 in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereofAct; (iii) 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 within the applicable time periods prescribed for such filings under such Rule 433; (iv) the Registration Statement shall have become effective and 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 under 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) of under the Securities Act objecting to use of the automatic shelf registration statement form; and (v) form and all requests by the Commission for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction of satisfaction; and (iv) the RepresentativeCompany shall have paid the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act.

Compliance with Registration Requirements; No Stop Order. For the period from and after effectiveness of this Agreement and prior to the Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act and in accordance with Section 3(b) and (c) hereof; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) 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 within the applicable time periods prescribed for such filings under such Rule 433; (iv) the Registration Statement shall have become effective and 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 under 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (v) all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the RepresentativeRepresentatives.

Compliance with Registration Requirements; No Stop Order. For the period from and after effectiveness of this Agreement and prior to the Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule Rules 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by Rule 430B under the Securities Act, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other 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 within the applicable time periods prescribed for such filings under such Rule 433;433 under the Securities Act; and (iviii) the Registration Statement shall have become effective and 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 under 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (v) all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative.

Compliance with Registration Requirements; No Stop Order. No ------------------------------------------------------------ Objection from NASD. For the period from and after effectiveness of this ------------------- Agreement and prior to the First Closing Date and, with respect to the Option Shares, the Second Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; or, if the Company elected to rely upon Rule 434 under the Securities Act, and obtained the Underwriter's consent thereto, the Company shall have filed a Term Sheet with the Commission in accordance with Section 3(b) the manner and (c) hereoftime period required by such Rule 424(b); (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) 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 within the applicable time periods prescribed for such filings under such Rule 433; (iv) the Registration Statement shall have become effective and 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 or pursuant to Section 8A under 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (viii) all requests by the Commission for additional information The NASD shall have been complied with raised no objection to the reasonable satisfaction fairness and reasonableness of the Representativeunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after effectiveness of this Agreement and prior to the Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act and in accordance with Section 3(b) and (c) hereof; (ii) the The Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) 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 within the applicable time periods prescribed for such filings under such Rule 433; (iv) the Registration Statement shall have become effective and 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 under 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (v) all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the RepresentativeRepresentatives.

Compliance with Registration Requirements; No Stop Order. No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Common Shares, any Subsequent Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433433 under the Securities Act; (iviii) the Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, 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 under the Securities Act 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (viv) all requests by the Commission for additional information FINRA shall have been complied with raised no objection to the reasonable satisfaction fairness and reasonableness of the Representativeunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Common Shares, any Subsequent Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433433 under the Securities Act; (iviii) the Registration Statement shall have become effective and 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 or pursuant to Section 8A under the Securities Act 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (viv) all requests by the Commission for additional information FINRA shall have been complied with raised no objection to the reasonable satisfaction fairness and reasonableness of the Representativeunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after effectiveness of this Agreement and prior to the Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule Rules 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act and in accordance with Section 3(b) and (c) hereofAct; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433; (iviii) the Registration Statement shall have become effective and 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 under 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)(2Section 3(a)(62) of under the Securities Exchange Act objecting to use of the automatic shelf registration statement form; and (viv) all requests by the Commission for additional information FINRA shall have been complied with advised the Representatives in writing that it has no objection to the reasonable satisfaction fairness and reasonableness of the Representativeunderwriting and other terms and arrangements related to the offering of the Securities.

Compliance with Registration Requirements; No Stop Order. For the period from and after effectiveness of this Agreement the Execution Time and prior to the Closing DateTime: (i) the Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities ActInformation) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each 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 in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereofAct; (iii) 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 within the applicable time periods prescribed for such filings under such Rule 433; (iv) the Registration Statement shall have become effective and 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 under 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) of under the Securities Act objecting to use of the automatic shelf registration statement form; and (v) form and all requests by the Commission for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction of satisfaction; and (iv) The Company shall have paid the Representativerequired Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act.

Compliance with Registration Requirements; No Stop Order. No Objection from NASD. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Common Shares, any Subsequent Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433433 under the Securities Act; (iviii) the Registration Statement shall have become effective and 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 or pursuant to Section 8A under the Securities Act 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (viv) all requests by the Commission for additional information NASD shall have been complied with raised no objection to the reasonable satisfaction fairness and reasonableness of the Representativeunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. No Objection from the NASD. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Offered Shares, prior to the Second Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C 430A 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, and such post-effective amendment shall have become effective; 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 in accordance with Section 3(b) the manner and (c) hereofwithin the time period required by such Rule 424(b); (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) 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 within the applicable time periods prescribed for such filings under such Rule 433; (iv) the Registration Statement shall have become effective and 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 or pursuant to Section 8A under the Securities Act shall have been instituted or are pending, contemplated, or threatened by the Commission; and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and; (viii) all requests by any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or any incorporated document or otherwise) shall have been complied with to the reasonable satisfaction of counsel to the RepresentativeUnderwriters; and (iv) the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. No Objection from the NASD. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Offered Shares, prior to the Second Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C 430A 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, and such post-effective amendment shall have become effective; 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 in accordance with Section 3(b) the manner and (c) hereofwithin the time period required by such Rule 424(b); (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) 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 within the applicable time periods prescribed for such filings under such Rule 433; (iv) the Registration Statement shall have become effective and 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 or pursuant to Section 8A under the Securities Act shall have been instituted or are pending, contemplated, or threatened by the Commission; and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and; (viii) all requests by any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or any incorporated document or otherwise) shall have been complied with to the reasonable satisfaction of Underwriters' counsel; and (iv) the RepresentativeNASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Common Shares, prior to the applicable Subsequent Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430B and 430C 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and in accordance with Section 3(b) and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other 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 within the applicable time periods prescribed for such filings under such Rule 433; (iviii) the Registration Statement shall have become effective and 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 under the Securities Act shall have been instituted or threatened by the Commission; , and the Company shall has not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and (viv) all requests by the Commission for additional information NASD shall have been complied with raised no objection to the reasonable satisfaction fairness and reasonableness of the Representativeunderwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order. For the period from and after the effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Common Shares, prior to the applicable Subsequent Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A, 430A and 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A and in accordance with Section 3(b) 430B, and (c) hereofsuch post-effective amendment shall have become effective; (ii) the Company shall have filed each Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and in accordance with Section 3(b), 3(c), 3(d) and 3(e) hereof; (iii) the Final Term Sheet, and any other 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 within the applicable time periods prescribed for such filings under such Rule 433; (iviii) the Registration Statement shall have become effective and 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 under 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) of the Securities Act objecting to use of the automatic shelf registration statement form; and (viv) all requests by the Commission for additional information FINRA shall have been complied with raised no objection to the reasonable satisfaction fairness and reasonableness of the Representativeunderwriting terms and arrangements.