Common use of Filing of Prospectuses Clause in Contracts

Filing of Prospectuses. The Company will prepare the Rule 462(b) Registration Statement, if necessary, in a form approved by the Placement Agent and file such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Placement Agent containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B and 430C of the Securities Act Regulations and to file such Prospectus pursuant to Rule 424(b) under the Securities Act Regulations not later than the second (2nd) business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A under the Securities Act Regulations; to notify the Placement Agent immediately of the Company’s intention to file or prepare any supplement or amendment to any Registration Statement or to the Prospectus and to make no amendment or supplement to the Registration Statement, the Pricing Disclosure Package or to the Prospectus to which the Placement Agent shall reasonably object by notice to the Company after a reasonable period to review; to advise the Placement Agent, promptly after it receives notice thereof, of the time when any amendment to any Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Prospectus or any amended Prospectus has been filed and to furnish the Placement Agent copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) or 163(b)(2), as the case may be, of the Securities Act Regulations; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is required in connection with the offering or sale of the Securities; to advise the Placement Agent, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Pricing Disclosure Package or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification, and promptly to use its best efforts to obtain the withdrawal of such order.

Filing of Prospectuses. The Company will prepare the Rule 462(b) Registration Statement, if necessary, in a form approved by the Placement Agent and file such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Placement Agent Representative containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules rules 430A, 430B and 430C of the Securities Act Regulations and to file such Prospectus pursuant to Rule 424(b) under the Securities Act Regulations not later than the second (2nd) business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A under the Securities Act RegulationsAct; to notify the Placement Agent Representative immediately of the Company’s intention to file or prepare any supplement or amendment to any Registration Statement or to the Prospectus and to make no amendment or supplement to the Registration Statement, the Pricing General Disclosure Package or to the Prospectus to which the Placement Agent Representative shall reasonably object by notice to the Company after a reasonable period to review; to advise the Placement AgentRepresentative, promptly after it receives notice thereof, of the time when any amendment to any Registration Statement has been filed or becomes effective or any supplement to the Pricing General Disclosure Package or the Prospectus or any amended Prospectus has been filed and to furnish the Placement Agent Underwriters copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) or 163(b)(2), as the case may be, of the Securities Act Regulations; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act RegulationsAct) is required in connection with the offering or sale of the SecuritiesShares; to advise the Placement AgentRepresentative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, of the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Pricing General Disclosure Package or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification, and promptly to use its best efforts to obtain the withdrawal of such order.

Filing of Prospectuses. The Company will To prepare the Rule 462(b) Registration Statement, if necessary, Final Prospectus in a form approved by the Placement Agent and file such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Placement Agent containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B and 430C of the Securities Act Regulations and to file such Final Prospectus pursuant to Rule 424(b) under the Securities Act Regulations not later than the Commission’s close of business on the second (2nd) business day following the execution and delivery date of this Agreement or, if applicable, such earlier time as may be required by Rule 430A under the Securities Act RegulationsAgreement; to notify the Placement Agent immediately of the Company’s intention to file or prepare any supplement or amendment to any Registration Statement or to the Prospectus and to make no further amendment or any supplement to the Registration Statement, the Pricing Disclosure Package Statutory Prospectus or the Final Prospectus prior to the Prospectus to last Closing Date which shall be disapproved by the Placement Agent shall reasonably object by promptly after reasonable notice to the Company after a reasonable period to reviewthereof; to advise the Placement Agent, Agent promptly after it receives notice thereof, of the time when any amendment to any the Registration Statement has been filed or becomes effective or any amendment or supplement to the Pricing Disclosure Package or the Prospectus or any amended Final Prospectus has been filed and to furnish the Placement Agent with copies thereof; to prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by the Placement Agent and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) or 163(b)(2), as under the case may be, of the Securities Act RegulationsAct; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act RegulationsAct) is required in connection with the offering or sale of the Offered Securities; to advise the Placement Agent, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary ProspectusStatutory Prospectus in respect of the Offered Securities, of any Issuer Free Writing Prospectus notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the ProspectusAct, of the suspension of the qualification of the Offered Securities or the Underlying Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Pricing Disclosure Package Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Statutory Prospectus relating to the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Offered Securities or the Prospectus Underlying Shares or suspending any such qualification, and to promptly to use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement (after offering the Placement Agent reasonable opportunity to review and comment), at its own expense, as may be necessary to permit offers and sales of the Offered Securities (references herein to the Registration Statement shall include any such amendment or new registration statement).

Filing of Prospectuses. The Company will prepare each part of the Rule 462(b) Registration Statement, if necessary, in a form approved by the Placement Agent General Disclosure Package and file such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Placement Agent MDB containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules rules 430A, 430B and 430C of the Securities Act Regulations and to file such Prospectus pursuant to Rule 424(b) under the Securities Act Regulations not later than the second (2nd) business day following the execution and delivery of this Agreement orAgreement, if required, or if applicable, such earlier time as may be required by Rule 430A under the Securities Act RegulationsAct; to notify the Placement Agent MDB immediately of the Company’s intention to file or prepare any supplement or amendment to the Registration Statement, Base Prospectus, any Registration Statement Preliminary Prospectus or to the Prospectus and to make no amendment or supplement to the Registration Statement, the Pricing Base Prospectus, General Disclosure Package any Preliminary Prospectus or to the Prospectus to which the Placement Agent MDB shall reasonably object by notice to the Company after a reasonable period to review; to advise the Placement AgentMDB, promptly after it receives notice thereof, of the time when any amendment to any Registration Statement has been filed or becomes effective or any supplement to the Pricing General Disclosure Package or the any amended Issuer Free Writing Prospectus or any amended Preliminary Prospectus or Prospectus has been filed and to furnish the Placement Agent MDB copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) or 163(b)(2), as the case may be, of the Securities Act Regulations; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act RegulationsAct) is required in connection with the offering or sale of the Securities; to advise the Placement AgentMDB, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus the General Disclosure Package, or the Prospectus, Prospectus of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Pricing General Disclosure Package or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Base ProspectusRegistration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus or suspending any such qualification, and promptly to use its best efforts to obtain the withdrawal of such order.

Filing of Prospectuses. The Company will prepare the Rule 462(b) Registration Statement, if necessary, in a form approved by the Placement Agent and file such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Placement Agent Underwriter containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules rules 430A, 430B and 430C of the Securities Act Regulations and to file such Prospectus pursuant to Rule 424(b) under the Securities Act Regulations not later than the second (2nd) business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A under the Securities Act RegulationsAct; to notify the Placement Agent Underwriter immediately of the Company’s intention to file or prepare any supplement or amendment to any Registration Statement or to the Prospectus and to make no amendment or supplement to the Registration Statement, the Pricing General Disclosure Package or to the Prospectus to which the Placement Agent Underwriter shall reasonably object by notice to the Company after a reasonable period to review; to advise the Placement AgentUnderwriter, promptly after it receives notice thereof, of the time when any amendment to any Registration Statement has been filed or becomes effective or any supplement to the Pricing General Disclosure Package or the Prospectus or any amended Prospectus has been filed and to furnish the Placement Agent Underwriter copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) or 163(b)(2), as the case may be, of the Securities Act Regulations; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act RegulationsAct) is required in connection with the offering or sale of the SecuritiesShares; to advise the Placement AgentUnderwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, of the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Pricing General Disclosure Package or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification, and promptly to use its best efforts to obtain the withdrawal of such order.

Filing of Prospectuses. The Company will prepare the Rule 462(b) Registration Statement, if necessary, in a form approved by the Placement Agent and file such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Placement Agent Representative containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules rules 430A, 430B and 430C of the Securities Act Regulations and to file such Prospectus pursuant to Rule 424(b) under the Securities Act Regulations not later than the second (2nd) business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A under the Securities Act RegulationsAct; to notify the Placement Agent Representative immediately of the Company’s intention to file or prepare any supplement or amendment to any Registration Statement or to the Prospectus and to make no amendment or supplement to the Registration Statement, the Pricing General Disclosure Package or to the Prospectus to which the Placement Agent Representative shall reasonably object by notice to the Company after a reasonable period to review; to advise the Placement AgentRepresentative, promptly after it receives notice thereof, of the time when any amendment to any Registration Statement has been filed or becomes effective or any supplement to the Pricing General Disclosure Package or the Prospectus or any amended Prospectus has been filed and to furnish the Placement Agent Agents copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) or 163(b)(2), as the case may be, of the Securities Act Regulations; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act RegulationsAct) is required in connection with the offering or sale of the SecuritiesShares; to advise the Placement AgentRepresentative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, of the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Pricing General Disclosure Package or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification, and promptly to use its best efforts to obtain the withdrawal of such order.

Filing of Prospectuses. The Company will To prepare the Rule 462(b) Registration Statement, if necessary, Final Prospectus in a form approved by the Placement Agent and file such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Placement Agent containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B and 430C of the Securities Act Regulations and to file such Final Prospectus pursuant to Rule 424(b) under the Securities Act Regulations not later than the Commission’s close of business on the second (2nd) business day following the execution and delivery date of this Agreement or, if applicable, such earlier time as may be required by Rule 430A under the Securities Act RegulationsAgreement; to notify the Placement Agent immediately of the Company’s intention to file or prepare any supplement or amendment to any Registration Statement or to the Prospectus and to make no further amendment or any supplement to the Registration Statement, the Pricing Disclosure Package Statutory Prospectus or the Final Prospectus prior to the Prospectus to last Closing Date which shall be disapproved by the Placement Agent shall reasonably object by promptly after reasonable notice to the Company after a reasonable period to reviewthereof; to advise the Placement Agent, Agent promptly after it receives notice thereof, of the time when any amendment to any the Registration Statement has been filed or becomes effective or any amendment or supplement to the Pricing Disclosure Package or the Prospectus or any amended Final Prospectus has been filed and to furnish the Placement Agent with copies thereof; to prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by the Placement Agent and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) or 163(b)(2), as the case may be, of under the Securities Act RegulationsAct; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act RegulationsAct) is required in connection with the offering or sale of the SecuritiesOffering; to advise the Placement Agent, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Statutory Prospectus or in respect of the ProspectusOffered Securities, of the suspension of the qualification of the Offered Securities or the Underlying Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Pricing Disclosure Package Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Statutory Prospectus relating to the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Offered Securities or the Prospectus Underlying Shares or suspending any such qualification, and to promptly to use its best efforts to obtain the withdrawal of such order.