Common use of Filing of Earnings 8-K Clause in Contracts

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME], (ii) provide [MKT NAME] with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (ii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] Xxxxx Fargo Securities (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]Xxxxx Fargo Securities, (ii) provide [MKT NAME] Xxxxx Fargo Securities with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] Xxxxx Fargo Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] Jefferies (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME], Jefferies; (ii) provide [MKT NAME] Jefferies with the officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate called for by Sections 7(o), (p), (q), (r) and (rs) hereof, respectively; respectively, (iii) afford [MKT NAME] Jefferies the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof hereof; and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and counsel, accountants’ letters and Chief Financial Officer’s certificates as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] B. Xxxxx (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME], B. Xxxxx; (ii) provide [MKT NAME] B. Xxxxx with the officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate called for by Sections 7(o), (p), (q), (r) and (rs) hereof, respectively; respectively, (iii) afford [MKT NAME] B. Xxxxx the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof hereof; and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and counsel, accountants’ letters and Chief Financial Officer’s certificates as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] BofA Xxxxxxx Xxxxx (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]BofA Xxxxxxx Xxxxx, (ii) provide [MKT NAME] BofA Xxxxxxx Xxxxx with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] BofA Xxxxxxx Xxxxx the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] Bxxxx (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME], Bxxxx; (ii) provide [MKT NAME] Bxxxx with the officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate called for by Sections 7(o), (p), (q), (r) and (rs) hereof, respectively; respectively, (iii) afford [MKT NAME] Bxxxx the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof hereof; and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and counsel, accountants’ letters and Chief Financial Officer’s certificates as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] Rxxxxxx Jxxxx (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME], Rxxxxxx Jxxxx ; (ii) provide [MKT NAME] Rxxxxxx Jxxxx with the officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate called for by Sections 7(o), (p), (q), (r) and (rs) hereof, respectively; respectively, (iii) afford [MKT NAME] Rxxxxxx Jxxxx the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof hereof; and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and counsel, accountants’ letters and Chief Financial Officer’s certificates as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] JonesTrading (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]JonesTrading, (ii) provide [MKT NAME] JonesTrading with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] JonesTrading the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] (with Jxxxxx(with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME], Jxxxxx; (ii) provide [MKT NAME] Jxxxxx with the officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate called for by Sections 7(o), (p), (q), (r) and (rs) hereof, respectively; respectively, (iii) afford [MKT NAME] Jxxxxx the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof hereof; and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and counsel, accountants’ letters and Chief Financial Officer’s certificates as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] RBC Capital Markets (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]RBC Capital Markets, (ii) provide [MKT NAME] RBC Capital Markets with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] RBC Capital Markets the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities Shares at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] the Agents (in the case of an Issuance) or the Forward Sellers and Forward Purchasers (in the case of a Forward) (with a copy to its their respective counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]the Agents or the Forward Sellers and Forward Purchasers, as the case may be, and obtain the consent of the Agents or the Forward Sellers and Forward Purchasers, as the case may be, to the filing thereof (such consent not to be unreasonably withheld); (ii) provide [MKT NAME] the Agents or the Forward Sellers and Forward Purchasers, as the case may be, with the officers’ certificate, opinions/letters of counsel and accountant’s accountants’ letter called for by Sections 7(o), (p), ) and (q) and (r) hereof, respectively; respectively, (iii) afford [MKT NAME] the Agents or the Forward Sellers and the Forward Purchasers, as the case may be, the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof hereof; and (iv) file such Earnings 8-K with the Commission, then the . The provisions of clause (ii) of Section 6(g6(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-KK under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s accountants’ letter pursuant to this Section 6(h6(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 Sections 7(o), (p) and (q) hereof and (B) other than as set forth in this Section 6(h6(j), this Section 6(j) shall in no way affect or limit the operation of the provisions of clauses (i) and (iiiii) of Section 6(g6(i), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-8- K”), in form and substance reasonably satisfactory to [MKT NAME], (ii) provide [MKT NAME] with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (ii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including during the time 14 calendar days prior to the date (each, an “Announcement Date”) on which the Company issues shall issue a press release containing, or shall otherwise publicly announce, its earnings or revenue results (each, an “Earnings Announcement Announcement”) through and including the time that is 24 hours after the corresponding time that the Company files (a “Filing Time”), the Company shall (i) prepare and deliver to [MKT NAME] the Agent (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]the Agent, and prior to its filing obtain the written consent of the Agent to such filing (such consent not to be unreasonably withheld), (ii) provide [MKT NAME] the Agent with the officers’ certificate, opinions/letters of counsel and accountant’s accountants’ letter called for by Sections 7(o), (p), (q), (r), (s), (t) and (ru) hereof; respectively, (iii) afford [MKT NAME] the Agent the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the . The provisions of clause (ii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-KK under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) other than as set forth in this Section 6(h), this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (iiiii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including during the time 14 calendar days prior to the date (each, an “Announcement Date”) on which the Company issues shall issue a press release containing, or shall otherwise publicly announce, its earnings or revenue results (each, an “Earnings Announcement Announcement”) through and including the time that is 24 hours after the corresponding time that the Company files (a “Filing Time”), the Company shall (i) prepare and deliver to [MKT NAME] the Agents (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]the Agents, and prior to its filing obtain the written consent of the Agents to such filing (such consent not to be unreasonably withheld), (ii) provide [MKT NAME] the Agents with the officers’ certificate, opinions/letters of counsel and accountant’s accountants’ letter called for by Sections 7(o7(n), (o), (p), (q), (r), (s) and (rt) hereof; respectively, (iii) afford [MKT NAME] the Agents the opportunity to conduct a due diligence review in accordance with Section 7(m7(l) hereof and (iv) file such Earnings 8-K with the Commission, then the . The provisions of clause (ii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-KK under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) other than as set forth in this Section 6(h), this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (iiiii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] Xxxxx Fargo Securities (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]Xxxxx Fargo Securities, (ii) provide [MKT NAME] Xxxxx Fargo Securities with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] Xxxxx Fargo Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] RBS (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]RBS, (ii) provide [MKT NAME] RBS with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] RBS the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] Wxxxx Fargo Securities (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]Wxxxx Fargo Securities, (ii) provide [MKT NAME] Wxxxx Fargo Securities with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] Wxxxx Fargo Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] each Sales Agent (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-forward- looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]the Sales Agents, (ii) provide [MKT NAME] each Sales Agent with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] each Sales Agent the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] Stifel (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME], Stifel; (ii) provide [MKT NAME] Stifel with the officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate called for by Sections 7(o), (p), (q), (r) and (rs) hereof, respectively; respectively, (iii) afford [MKT NAME] Stifel the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof hereof; and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.this

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] SunTrust (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME]SunTrust, (ii) provide [MKT NAME] SunTrust with the officers’ certificate, opinions/letters of counsel and accountant’s letter called for by Sections 7(o), (p), (q) and (r) hereof; respectively, (iii) afford [MKT NAME] SunTrust the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountant’s letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 hereof and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Filing of Earnings 8-K. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including the time on which the Company issues an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to [MKT NAME] Cantor (with a copy to its counsel) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to [MKT NAME], Cantor; (ii) provide [MKT NAME] Cantor with the officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate called for by Sections 7(o), (p), (q), (r) and (rs) hereof, respectively; respectively, (iii) afford [MKT NAME] Cantor the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof hereof; and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel counsel, accountants’ letter and accountantChief Financial Officer’s letter certificate pursuant to this Section 6(h6(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and counsel, accountants’ letters and Chief Financial Officer’s certificates as provided in Section 7 hereof and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g6(f), which shall have independent application.