Continued Compliance with Securities Act Clause Samples

Continued Compliance with Securities Act. If at any time when a Prospectus is required to be delivered under the Securities Act (a) any event occurs, or the Company receives notice from the Dealer Manager that it believes an event has occurred, as a result of which the Prospectus or any Authorized Sales Materials could include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (b) it is necessary to amend the Registration Statement or supplement the Prospectus or Authorized Sales Materials to comply with the Securities Act or the Securities Act Regulations, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager), and the Company will prepare and file with the SEC an amendment or supplement to the Prospectus or the relevant Authorized Sales Materials which will correct such statement or omission or effect such compliance to the extent required. Upon such an event, the Dealer Manager will notify the Participating Broker-Dealers to suspend the offering and sale of the Offered Shares in accordance with Section 4.10 hereof until such time as the Company, in its sole discretion (i) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (ii) has prepared any required supplemental or amended Prospectus or Authorized Sales Materials or otherwise effected compliance with the Securities Act.