Common use of Free Writing Prospectuses Clause in Contracts

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Representatives’ prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Representatives’ prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed “free writing prospectus” as such term is defined in Rule 405 under the Securities Act (any such free writing prospectus being referred to herein as a “Free Writing Prospectus Prospectus”) or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without if the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayedAgent has reasonably objected thereto within a reasonable time after being furnished a copy thereof. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Shares Depositary Units (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend notify the Agent to suspend the sale of any Depositary Units (including Depositary Units that have been sold but have not settled on the Settlement Date) (and the Agent shall immediately suspend such sales) and to terminate the Selling Period. Nothing herein shall require the Company to prepare or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that file with the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing Commission any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing amendment or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayedsupplement.

Free Writing Prospectuses. The Company shall furnish to the Agent Agents for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s Agents’ consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the AgentAgents, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent Agents may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent Agents for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s Agents’ consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the AgentRepresentative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Underwriter for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the AgentUnderwriter’s consent, prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Company shall furnish to the AgentUnderwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementClosing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Underwriter for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the AgentUnderwriter’s consent, prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Shares Securities (but in any event if at any time through and including the date of this AgreementClosing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Representatives’ prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Representatives’ prior written consent, which shall not be unreasonably withheld. Except where the Representatives do not provide consent under this Section 3(c), conditioned each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act will be filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company is required to file, pursuant to Rule 433(d) under the Securities Act or delayedthat was prepared by or on behalf of or used or referred to by the Company will comply in all material respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission (except where the Representatives do not provide consent to such filing under this Section 3(c) on a timely basis or at all) or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares will not include any information that conflicts or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus and not superseded or modified.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or the ADS Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, to be used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the AgentRepresentative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the AgentRepresentative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by or used referred to by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Agents for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Agents’ consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the AgentAgents, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent Agents may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Agents for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Agents’ consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Agents for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Agents’ consent, which shall not be unreasonably withheld, conditioned conditioned, or delayed. The Company shall furnish to the AgentAgents, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent Agents may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Agents for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Agents’ consent, which shall not be unreasonably withheld, conditioned conditioned, or delayed. Notwithstanding the foregoing, the Company has no obligation to provide the Agents any advanced copy of such filing if the filing does not name the Agents and does not relate to the Shares or the transactions contemplated by this agreement.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not to be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Agents for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Agents’ consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the AgentAgents, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent Agents may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Agents for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s consent, Agents’ consent which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Underwriter for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the AgentUnderwriter’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the AgentUnderwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the Company, Company as the Agent Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in or incorporated by reference in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Underwriter for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the AgentUnderwriter’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall such consent to not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall such consent to not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s consent, Representatives’ consent which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) under the Securities Act) to be delivered in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the AgentRepresentative’s consent, consent which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended proposed free writing prospectus or supplemented Free Writing Prospectus any amendment or supplement thereto without the Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives, the Forward Purchasers and the Forward Sellers for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s consentprior written consent of the Representatives, which shall not be unreasonably withheld, conditioned or delayedthe Forward Purchasers and the Forward Sellers. The Company shall furnish to the Agenteach Underwriter, Forward Purchaser and Forward Seller, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by or referred to by the CompanyCompany as such Underwriter, as the Agent Forward Purchaser and/or Forward Seller may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent such time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives, the Forward Purchasers and the Forward Sellers for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s consentprior written consent of the Representatives, the Forward Purchasers and the Forward Sellers, which consent shall not be unreasonably or untimely withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (Shares, but in any event event, if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not to be unreasonably withheld, conditioned withheld or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or the ADS Registration Statements or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s consent, which shall not to be unreasonably withheld, conditioned withheld or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares Offered Securities (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any issuer free writing prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping. The Company will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s consent, which shall consent (such consent of Agent not to be unreasonably withheld, conditioned or delayed). The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s consent, which shall consent (such consent of Agent not to be unreasonably withheld, conditioned or delayed).

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s Representatives’ consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained or incorporated by reference in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s Representatives’ consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall such consent not to be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall such consent not to be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheldconditioned, conditioned withheld or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Underwriter for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the AgentUnderwriter’s consent, which shall not be unreasonably delayed or withheld, conditioned or delayed. The Company shall furnish to the AgentUnderwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Underwriter for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the AgentUnderwriter’s consent, which shall not be unreasonably delayed or withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Agent, the Forward Seller and the Forward Purchaser for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing Prospectus or any amendment or supplement thereto without the Agent’s, the Forward Seller’s and the Forward Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, the Forward Seller and the Forward Purchaser, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used by the Company, as the Agent Agent, the Forward Seller or the Forward Purchaser may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free 276938411 v5 Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent Agent, the Forward Seller and the Forward Purchaser for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s, the Forward Seller’s and the Forward Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s consent, Representative’ consent which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by or used referred to by the Company, as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Shares (but in any event if at any time through and including the date of this AgreementClosing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that such subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s consent, Representative’ consent which shall not be unreasonably withheld, conditioned or delayed.

Free Writing Prospectuses. The Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company Company, and the Company shall not file, use or refer to any proposed Free Writing Prospectus free writing prospectus or any amendment or supplement thereto without the Agent’s consent, Representatives’ consent which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agenteach Underwriter, without charge, as many copies of any Free Writing Prospectus free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to whether physically or through compliance with Rule 173(d)172 under the Securities Act or any similar rule) to be delivered in connection with sales of the Offered Shares (but in any event if at any time through and including the date of this AgreementFirst Closing Date) there occurred or occurs an event or development as a result of which any Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such Free Writing Prospectus free writing prospectus to eliminate or correct such conflict or so that the statements in such Free Writing Prospectus free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectusfree writing prospectus, the Company shall furnish to the Agent Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus free writing prospectus without the Agent’s consent, Representatives’ consent which shall not be unreasonably withheld, conditioned or delayed.