Common use of No Material Adverse Change in Business Clause in Contracts

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken (as a wholedefined in Rule 405) (the “Subsidiaries”) considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementProspectus, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Registration Statement, except as otherwise stated therein, (A) neither the Company nor any of its subsidiaries has incurred any material losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, (B) there has been no material adverse change change, or any development that which could reasonably be expected to result in have a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, businessor in the earnings, properties, management business affairs or business prospects of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (BC) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred entered any liability or obligation or entered into any transaction or agreement thattransaction, individually or other than in the aggregateordinary course of business, that is material with respect to the Company and its subsidiaries, taken considered as a wholeone enterprise, and neither (D) there has not been any material change in the capital stock of the Company nor or any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake Significant Subsidiaries (as defined below) (other than issuances or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or transfers of capital stock in the aggregateordinary course of business pursuant to the Company’s employee benefit plans, reasonably be expected the Company’s dividend reinvestment plan and employee stock purchase plan or repurchases of common stock by the Company pursuant to result in a Material Adverse Effect; and (C) except as otherwise share repurchase program disclosed in the General Disclosure Package Prospectus) or any material increase in the long term indebtedness of the Company or its Significant Subsidiaries, and (E) the Prospectus (in each case exclusive of Company has not declared, paid or made any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (each of clauses (A), (B), (C), (D) and (E), a “Material Adverse Change”).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)since March 2009, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed for regular quarterly cash dividends on the Common Stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as date of which information is given the most recent audited financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (Final Prospectus, and except in each case exclusive of any amendments or supplements thereto subsequent to as otherwise disclosed in the date of this Agreement)Registration Statement, the General Disclosure Package and the Final Prospectus, (Ai) there has not been no material adverse any change or any development that could reasonably be expected to result in a material adverse change, in the condition capital stock (financial other than the issuance or other), results reacquisition of operations, business, properties, management or prospects shares of the Company and its subsidiaries taken as a whole, whether or not arising Common Stock in the ordinary course of business (pursuant to Company Stock Plans that are described in any such casethe Registration Statement, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus Final Prospectus) or awards thereunder, short-term debt or long-term debt of the Company (other than borrowings or repayments under the Credit Agreement in each case exclusive the ordinary course of business and consistent with past practice), or any dividend or distribution of any amendments kind declared, set aside for payment, paid or supplements thereto subsequent made by the Company on any class of capital stock (other than dividends or distributions deemed to occur upon the date exercise or exchange of this Agreementawards under Company Stock Plans that are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or which represent a portion of the exercise or exchange price thereof, or made in lieu of withholding taxes in connection with any such exercise or exchange), neither (ii) there has not been any material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the business, properties, management, condition (financial or otherwise), stockholders’ equity, results of operations or prospects of the Company, (iii) the Company nor any of its subsidiaries has incurred any liability or obligation or not entered into any transaction or agreement that, individually (whether or not in the aggregate, ordinary course of business) that is material with respect to the Company and its subsidiariesor incurred any liability or obligation, taken as a wholedirect or contingent, that is material to the Company, and neither (iv) the Company nor any of its subsidiaries has not sustained any loss or interference with its business or operations that is material to the Company and that is either from fire, explosion, flood, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor disturbance or dispute or disturbance or court or governmental any action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive decree of any amendments court or supplements thereto subsequent to the date of this Agreement), there has been no dividend arbitrator or distribution of any kind declared, paid governmental or made by the Company on any class of its Capital Stockregulatory authority.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration StatementStatement and the Prospectus, since the General Disclosure Package end of the period covered by the latest audited financial statements included in the Registration Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (Ai) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in (A) the condition (financial or otherotherwise), results of operations, business, properties, management properties or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, whole that is material and neither adverse or (B) the ability of the Company nor to consummate the transactions contemplated by this Agreement or perform its obligations hereunder (any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except such change being referred to herein as would not, individually or in the aggregate, reasonably be expected to result in a “Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this AgreementChange”), (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (iii) there has been no change in the capital stock (other than a change in the number of outstanding Shares due to the issuance of Shares upon the exercise of outstanding options or warrants, vesting and settlement of restricted stock units or conversion of convertible securities, as disclosed in the Registration Statement and the Prospectus), or any change in the short-term indebtedness, long-term indebtedness (other than as a result of the conversion of convertible securities, as disclosed in the Registration Statement and the Prospectus), net current assets or net assets of the Company and its subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company or any of its subsidiaries and (iv) the Company has not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance.

No Material Adverse Change in Business. Since Except as otherwise stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change in or any development that could reasonably be expected to result in a material adverse changeaffecting the properties or assets (collectively, the “Properties”) described in the Registration Statement, the Pricing Disclosure Package or the Prospectus owned by the Company or its direct and indirect subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”) considered as a whole or in the business, condition (financial or otherotherwise), results of operations, businessstockholders’ equity, propertiesearnings, management business affairs or business prospects of the Company and its subsidiaries taken Subsidiaries as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed there have been no transactions entered into by the Company or the Subsidiaries, other than those in the General Disclosure Package and the Prospectus (in each case exclusive ordinary course of any amendments or supplements thereto subsequent to the date of this Agreement)business, neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is which are material with respect to the Company and its subsidiariesthe Subsidiaries considered as one enterprise, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend liability or obligation, direct or contingent (including off-balance sheet obligations), which is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or any of the Subsidiaries, except obligations incurred in the ordinary course of business, (D) there has been no distribution of any kind declared, paid or made by the Company on any class of its Capital Stock.capital stock or other form of ownership interests in the Company and (E) there has been no withdrawal or downgrade of the Company’s rating from Demotech, Inc.

No Material Adverse Change in Business. Since Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has not been no (i) any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (business, operations, properties, financial or other)condition, results of operations, business, properties, management operations or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiariesSubsidiaries, taken as a whole, and neither (ii) any transaction, other than in the ordinary course, which is material to the Company nor and the Subsidiaries, taken as a whole, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company and the Subsidiaries, taken as a whole, (iv) any change in the authorized capital stock of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurancethe Company, or from (v) any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by on the capital stock of the Company. Without limiting the generality of the foregoing, except as disclosed in the Registration Statement and the Prospectus, there has not been any material adverse change in the business, operations, properties, financial condition, results of operations or prospects of the Company on and its Subsidiaries, taken as a whole, including, without limitation, any class material disruption, material delay or other material adverse change in (A) the development of any of the Company’s product candidates, (B) the anticipated timeline of pre-clinical or clinical trials to support the development of any of the Company’s product candidates, or (C) the recruitment of candidates for clinical trials to support the development of any of the Company’s product candidates, in each case as a result of the recent outbreak of COVID-19, or as a result of any measures intended to contain the outbreak of COVID-19 imposed by any federal, state, local or foreign government or government agency in any country or region in which the Company, or any of its Capital Stockagents, consultants, advisors or vendors, has assets or properties or conducts business, including, without limitation, any limitations, curtailments, suspensions or closures of businesses, business offices or establishments, schools, properties and other public areas due to quarantines, curfews, travel restrictions, workplace controls, “stay at home” orders, social distancing requirements or guidelines or other public gathering restrictions or limitations.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decreeoutstanding capital stock and, except as would not, individually or for regular quarterly dividends on the Common Stock in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amount per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date earlier of (i) the Applicable Time and (ii) the execution and delivery of this Agreement), (A) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or business prospects of the Company and its subsidiaries taken as a wholeCompany, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date earlier of (i) the Applicable Time and (ii) the execution and delivery of this Agreement), neither the Company nor any of its subsidiaries has not incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a wholeCompany, and neither the Company nor any of its subsidiaries has not sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree that could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; Effect and (C) except as otherwise disclosed for regular quarterly cash dividends on its common stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (Ai) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in (A) the condition (financial or otherotherwise), results of operations, business, properties, management properties or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, whole that is material and neither adverse or (B) the ability of the Company nor to consummate the transactions contemplated by this Agreement or perform its obligations hereunder (any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except such change being referred to herein as would not, individually or in the aggregate, reasonably be expected to result in a “Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this AgreementChange”), (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (iii) there has been no change in the capital stock (other than a change in the number of outstanding Shares due to the issuance of Shares upon the exercise of outstanding options or warrants or conversion of convertible securities, as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus), or any change in the short-term indebtedness, long-term indebtedness (other than as a result of the conversion of convertible securities, as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus), net current assets or net assets of the Company and its subsidiaries, or any issuance of options warrants, convertible securities or other rights to purchase the capital stock, of the Company or any of its subsidiaries and (iv) the Company has not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance.

No Material Adverse Change in Business. Since Except as otherwise disclosed therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, change in the condition (financial or other), results of operations, business, properties, management or prospects of the Company Transaction Entities and its their respective subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in neither of the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company Transaction Entities nor any of its their respective subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company Transaction Entities and its their respective subsidiaries, taken as a whole, and neither of the Company Transaction Entities nor any of its their respective subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by either of the Company Transaction Entities on any class of its Capital Stockcapital stock or, in the case of the Operating Partnership, OP Units.

No Material Adverse Change in Business. Since the respective dates as of for which financial statement information is last given in the Registration StatementPreliminary Offering Memorandum, the General Disclosure Package and the Prospectus Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, properties or management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation obligation, direct or contingent, or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as decree which would notreasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no cash dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus any material loss from fire, explosion, flood, accident or other calamity not fully covered by insurance, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the condition (general affairs, financial condition, earnings or other), results of operations, business, properties, management or prospects business affairs of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “"Material Adverse Effect”Change"); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those arising in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiaries, taken subsidiaries considered as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectone enterprise; and (C) except as otherwise disclosed for regular dividends on the Company's common stock or preferred stock, in amounts per share that are consistent with past practice or the General Disclosure Package and the Prospectus (in each case exclusive of any amendments applicable charter document or supplements thereto subsequent to the date of this Agreement)supplement thereto, respectively, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock; and (D) there has not been any material change in the capital stock (other than upon exercise of outstanding stock options or upon conversion of convertible securities outstanding on the date of the most recent balance sheet included in the General Disclosure Package or the Prospectus or pursuant to the Company's employee or director compensation and benefit plans or the Company's direct stock purchase and dividend reinvestment plan) or long-term debt of the Company and its subsidiaries.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development that could reasonably be expected to result in have a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, businessor in the earnings, properties, management or prospects business of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments there have been no liabilities or supplements thereto subsequent to the date of this Agreement)obligations incurred, neither direct or contingent, nor transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariessubsidiaries considered as one enterprise, taken as a whole, and neither (C) there has not been any material change in the capital stock of the Company nor or any of its subsidiaries has sustained any loss Significant Subsidiaries (as defined below) (other than transfers or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or issuances of capital stock in the aggregate, reasonably be expected ordinary course of business pursuant to result in the Company’s employee benefit plans or repurchases of common stock by the Company pursuant to a Material Adverse Effect; and (C) except as otherwise share repurchase program disclosed in the General Disclosure Package Prospectus) or any material increase in the long term indebtedness of the Company or its Significant Subsidiaries, and (D) except for regular quarterly dividends on the Prospectus trust preferred securities issued by subsidiaries of the Company (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement“trust preferred securities”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (each of clauses (A), (B), (C) and (D), a “Material Adverse Change”).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither of the Company Partnership nor any of its subsidiaries Subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company Partnership and its subsidiariesSubsidiaries, taken as a whole, and neither the Company Partnership nor any of its subsidiaries Subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed for regular quarterly cash distributions on the Common Units, Incentive Distribution Rights, Preferred Units and general partner interest in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per unit that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company Partnership on any class of its Capital Stocklimited or general partnership interests.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (Prospectus, since the end of the period covered by the latest audited financial statements included in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ai) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or otherotherwise), or in the earnings, results of operations, business, management or properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any development or event involving a prospective change, of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, that is material and adverse, (ii) the Company and its respective subsidiaries, taken as a whole, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business, (iii) there has been no dividend or distribution of any kind (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus) declared, paid or made by the Company of any class of its capital stock, (iv) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its respective subsidiaries and (v) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor disturbance or dispute or disturbance or court or governmental any action, order or decreedecree of any court or arbitrator or governmental or regulatory authority, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except each case as otherwise disclosed in the General Registration Statement, the Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital StockProspectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change or any development that could would reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, business, propertiesprospects, properties or management or prospects of the Company and its subsidiaries taken as a whole, or that would materially interfere with or delay the consummation of the transactions contemplated by this Agreement, in each case whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation obligation, direct or contingent, or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as decree which would notreasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, in each case other than as disclosed in the Registration Statement, the Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Disclosure Package and the Final Offering Memorandum, any material loss or interference with its business or operations from fire, explosion, flood, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except otherwise than as would not, individually set forth or contemplated in the aggregateDisclosure Package and the Final Offering Memorandum; and, since the respective dates as of which information is given in the Disclosure Package and the Final Offering Memorandum, there has not been (A) any change in the capital stock or long term debt of the Company or any of its subsidiaries (other than stock option transactions, stock repurchases, normal debt payments and other such transactions in the normal course of business), (B) any material adverse change, or any development that would reasonably be expected to result involve a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries considered as one enterprise (a “Material Adverse Effect; and ”), (C) except as otherwise disclosed any transactions entered into by the Company or any of its subsidiaries, other than those in the General Disclosure Package and the Prospectus (in each case exclusive ordinary course of any amendments or supplements thereto subsequent business, which are material with respect to the date of this Agreement)Company and its subsidiaries considered as one enterprise, there has been no or (D) any dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, otherwise than as set forth or contemplated in the Disclosure Package and the Final Offering Memorandum.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any material change in the General Disclosure Package capital stock, short-term debt or long-term debt of the Company or any of the Subsidiaries (except changes in the Bank’s deposits, FHLB advances, repurchase agreements and fed funds purchases in the ordinary course and the Prospectus redemption of all the Company’s subordinated notes due July 1, 2026 (in each case exclusive the “Subordinated Notes”) for $4.5 million (the “Redemption”) from an identical amount of any amendments or supplements thereto subsequent to borrowings under the date Company’s line of this Agreementcredit from First Horizon Bank), neither (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company nor or any of its subsidiaries has incurred any liability Subsidiaries, whether or obligation or entered into any transaction or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, or (E) there has been no material loss or interference with the Company’s or any of its Subsidiaries’ business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, properties or management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which might reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed for dividends and distributions on the Common Stock and Preferred Stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (Ai) there has been no material adverse change change, or any development that could reasonably be expected to result in have a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, businessor in the earnings, properties, management or prospects business of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (Bii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments there have been no liabilities or supplements thereto subsequent to the date of this Agreement)obligations incurred, neither direct or contingent, nor transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariessubsidiaries considered as one enterprise, taken as a whole, and neither (iii) there has not been any material change in the capital stock of the Company nor or any of its subsidiaries has sustained any loss (other than (A) transfers or interference with its issuances of capital stock in the ordinary course of business pursuant to the Company’s employee benefit plans, (B) changes in the number of outstanding shares of common stock of the Company due to the issuance of shares upon the exercise or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insuranceconversion of securities exercisable for, or from any labor dispute convertible into, common stock outstanding on the date hereof or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise repurchases of common stock by the Company pursuant to a share repurchase program disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this AgreementProspectus), (iv) there has been no material increase in the long term indebtedness of the Company or its subsidiaries, and (iv) there have been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (each of clauses (i), (ii), (iii) and (iv), a “Material Adverse Change”).

No Material Adverse Change in Business. Since Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus Prospectus: (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (Ai) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, businessnet asset value, prospects, properties, management business or prospects operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries taken subsidiaries, considered as a whole, whether or not arising in the ordinary course of business one entity (in any such casechange or effect, where the context so requires is called a “Material Adverse Change” or a “Material Adverse Effect”); (Bii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken considered as a wholeone entity, and neither have not incurred any material liability or obligation, indirect, direct or contingent, not in the Company nor any ordinary course of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake entered into any material transaction or other natural disaster or calamity, whether or agreement not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectordinary course of business; and (Ciii) except as otherwise disclosed in for regular periodic dividends on the General Disclosure Package and Company’s common stock (the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)“Common Stock”, there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of its Capital Stockcapital stock or, except for any repurchases under the Company’s share repurchase program which repurchases shall be made in compliance with applicable law, repurchase or redemption by the Company of any class of capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree that could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed for regular quarterly cash dividends on the Common Stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementProspectus, the General Disclosure Package and the Prospectus Registration Statement, except as otherwise stated therein, (1) neither the Company nor any of its subsidiaries has incurred any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree that are material, individually or in each case exclusive of any amendments or supplements thereto subsequent the aggregate, to the date of this Agreement)Company and the subsidiaries, taken as a whole, (A2) there has been no material adverse change change, or any development that which could reasonably be expected to result in have a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, businessor in the earnings, properties, management business affairs or business prospects of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B3) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred entered any liability or obligation or entered into any transaction or agreement thattransaction, individually or other than in the aggregateordinary course of business, that is material with respect to the Company and its subsidiaries, taken considered as a wholeone enterprise, and neither (4) there has not been any material change in the capital stock of the Company nor or any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake Significant Subsidiaries (as defined below) (other than issuances or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or transfers of capital stock in the aggregateordinary course of business pursuant to the Company’s employee benefit plans, reasonably be expected the Company’s dividend reinvestment plan and employee stock purchase plan or repurchases of common stock by the Company pursuant to result in a Material Adverse Effect; and (C) except as otherwise share repurchase program disclosed in the General Disclosure Package Prospectus) or any material increase in the long term indebtedness of the Company or its Significant Subsidiaries, and (5) the Prospectus (in each case exclusive of Company has not declared, paid or made any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (each of clauses (1), (2), (3), (4) and (5), a “Material Adverse Change”).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (latest audited financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed statements included in the General Disclosure Package and the Prospectus (in each case exclusive Package, none of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of or its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken Significant Subsidiaries (as a whole, and neither the Company nor any of its subsidiaries has defined below) have sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notor incurred any material liability or obligation, individually direct or contingent, other than liabilities and obligations that were incurred in the aggregateordinary course of business, which would be reasonably be expected likely to result in a any Material Adverse Effect; Effect (as defined below), nor has there been any development involving a material adverse change in or affecting the financial condition, results of operations, business or prospects of the Company and (C) except its subsidiaries taken as a whole otherwise than as disclosed in the General Disclosure Package and the Prospectus. Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments amendment or supplements thereto subsequent to supplement thereto) or since the date of this Agreementthe General Disclosure Package there has not been (i) any material change in the capital stock or long-term debt of the Company or its Significant Subsidiaries (taken as a whole), there has been no dividend (ii) any material adverse change in or distribution affecting the financial condition, results of operations, business or prospects of the Company or its Significant Subsidiaries (taken as a whole) or (iii) any transaction entered into by any of the Company or its Significant Subsidiaries, other than in the ordinary course of business, that is material to the Company and its Significant Subsidiaries (taken as a whole), other than as disclosed, in the case of each of (i), (ii) or (iii) above, in the General Disclosure Package and the Prospectus (exclusive of any kind declared, paid amendment or made by the Company on any class of its Capital Stocksupplement thereto).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “"Material Adverse Effect”"); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatSubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesSubsidiaries considered as one enterprise, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock. Neither the Company nor any of its Subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree which may reasonably be expected to result in a Material Adverse Effect, otherwise than as set forth or contemplated in the Prospectus; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries otherwise than as set forth or contemplated in the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments Prospectus, except as otherwise stated or supplements thereto subsequent to the date of this Agreement)contemplated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken (the “Subsidiaries”) considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock and (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise disclosed therein: (Ai) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, or in the business, properties, assets, general affairs, management, financial position, stockholders’ equity or results of operations, whether or not arising from transactions in the ordinary course of business, properties, management or prospects of the Company and its subsidiaries taken Subsidiaries, considered as one entity, or impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by this Agreement, the Registration Statement or the Prospectus (any such change is called a whole“Material Adverse Change”); (ii) the Company and its Subsidiaries, whether considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not arising in the ordinary course of business (in nor entered into any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed material transaction or agreement not in the General Disclosure Package ordinary course of business; and (iii) there has not been any change in the capital stock (other than the issuance, if any, of shares of Class A Common Stock upon exercise of stock options and warrants described as outstanding in, and the Prospectus (in each case exclusive grant, if any, of any amendments options and awards under existing equity incentive plans described in, the Prospectus) or supplements thereto subsequent to the date long-term debt of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insuranceSubsidiaries, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments as supplemented or supplements thereto subsequent to the date of this Agreementamended), except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, including, but not limited to, the impact of any material adverse change in any joint venture, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in without limiting the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)foregoing, neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries joint ventures has sustained any material loss or interference with its business assets, businesses or operations properties (whether owned or leased) from fire, explosion, floodearthquake, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and , (C) except there have been no transactions entered into by the Company or any of its Subsidiaries, as otherwise disclosed well as its Joint Ventures, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, (D) there has been no obligation or liability, contingent or otherwise, directly or indirectly incurred by the Company or any subsidiary or joint venture that would reasonably be expected to have a Material Adverse Effect, (E) except for regular quarterly dividends on the Common Stock and requisite dividends on the Company’s 7 3/4% Series A Cumulative Redeemable Preferred Stock, par value $1.00 per share, and 7 1/2% Series B Cumulative Redeemable Preferred Stock, par value $1.00 per share, in amounts per share that are described in the Registration Statement, General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, except as set forth in or contemplated thereby (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) the Company and its subsidiaries, considered as one entity, have not sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (B) and since such date, there has not been any change in the capital stock or long-term debt of the Company and its subsidiaries and there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, or in the results of operations, business, propertiesoperations or prospects, management or prospects of the Company and its subsidiaries taken subsidiaries, considered as one entity (any such change is called a whole“Material Adverse Change”), whether and (C) the Company and its subsidiaries, considered as one entity, have not (i) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (ii) entered into any material transaction not arising in the ordinary course of business or (in iii) declared or paid any such casedividend on its capital stock, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect for dividends paid to the Company and its or other subsidiaries, taken as a whole, and neither the Company nor by any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital StockCompany’s subsidiaries.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, stockholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and capital stock or increase in long-term debt or, other than in the Prospectus (ordinary course of its business, change in each case exclusive short-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock other than regular quarterly cash dividends paid on the Company’s common and preferred stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (i) except as disclosed in each case exclusive the Registration Statement, the Time of any amendments or supplements thereto subsequent to Sale Prospectus and the date of this Agreement)Prospectus, (A) there has been no material adverse change or change, nor any development that could reasonably be expected to result in or event involving a prospective material adverse change, in the condition (financial or otherotherwise), results of operations, business, properties, management properties or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiariesAffiliated Entities, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (iv) neither the Company nor any of its subsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (3) acquired or disposed of or agreed to acquire or dispose of any business or any other asset; or (4) agreed to take any of the foregoing actions, that would, in the case of any of clauses (1) through (4) above, have a Material Adverse Effect and that are not otherwise described in the Time of Sale Prospectus; and (v) neither the Company nor any of its Subsidiaries or Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus: (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (Ai) there has been no material adverse change or change, nor any development that could reasonably be expected to result in or event involving a material adverse prospective change, in the condition (financial or otherotherwise), results of operations, business, properties, management properties or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a wholewhole that is material and adverse, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (iii) there has been no material adverse change in the capital stock (other than exercise or forfeiture of equity awards outstanding as of the respective dates as of which information is given in each of the General Disclosure Package and the Final Prospectus, in each case granted pursuant to the equity compensation plans described in the General Disclosure Package and the Final Prospectus), short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, taken as a whole, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company taken as a whole, incurred by the Company, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken (the “Subsidiaries”) considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither of the Company Partnership nor any of its subsidiaries Subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company Partnership and its subsidiariesSubsidiaries, taken as a whole, and neither the Company Partnership nor any of its subsidiaries Subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except for regular cash distributions on the Common Units, Incentive Distribution Rights, Preferred Units (as otherwise disclosed defined below) and general partner interest in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per unit that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company Partnership on any class of its Capital Stocklimited or general partnership interests.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (i) except as disclosed in each case exclusive the Registration Statement, the Time of any amendments or supplements thereto subsequent to Sale Prospectus and the date of this Agreement)Prospectus, (A) there has been no material adverse change or change, nor any development that could reasonably be expected to result in or event involving a material adverse prospective change, in the condition (financial or otherotherwise), results of operations, business, properties, management properties or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package Subsidiaries and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiariesAffiliated Entity, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (iv) neither the Company nor any of its Subsidiaries and Affiliated Entity has (1) entered into or assumed any material transaction or agreement, (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (3) acquired or disposed of or agreed to acquire or dispose of any business or any other asset; or (4) agreed to take any of the foregoing actions, that would, in the case of any of clauses (1) through (4) above, would have a Material Adverse Effect and that are not otherwise described in the Time of Sale Prospectus; and (v) neither the Company nor any of its Subsidiaries and Affiliated Entity has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since Except as otherwise stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change in or any development that could reasonably be expected to result in a material adverse changeaffecting the properties or assets (collectively, the “Properties”) described in the Registration Statement, the Pricing Disclosure Package or the Prospectus owned by the Company or its direct and indirect subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”) considered as a whole or in the business, condition (financial or otherotherwise), results of operations, businessshareholders’ equity, propertiesearnings, management business affairs or business prospects of the Company and its subsidiaries taken Subsidiaries as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed there have been no transactions entered into by the Company or the Subsidiaries, other than those in the General Disclosure Package and the Prospectus (in each case exclusive ordinary course of any amendments or supplements thereto subsequent to the date of this Agreement)business, neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is which are material with respect to the Company and its subsidiariesthe Subsidiaries considered as one enterprise, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend liability or obligation, direct or contingent (including off-balance sheet obligations), which is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or any of the Subsidiaries, except obligations incurred in the ordinary course of business, (D) there has been no distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or other form of ownership interests in the Company and (E) there has been no withdrawal or downgrade of the Company’s rating from A.M. Best Company.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (Ai) there has not been no any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under the Company’s existing stock-based compensation plans (the “Company Stock Plans”) described in, and the issuance of any stock upon the conversion of Company securities described in the Registration Statement, the General Disclosure Package and the Prospectus, and the repurchase or retirement of shares of capital stock pursuant to agreements providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the Company’s repurchase rights), any change in short-term debt or long-term debt of the Company, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change change, or any development that could would reasonably be expected to result in a material adverse change, in or affecting the condition (financial or otherotherwise), business, assets, properties, results of operations, business, properties, management operations or prospects of the Company and its subsidiaries taken as a wholeSubsidiaries, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (Bii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or not entered into any transaction or agreement that, individually (whether or not in the aggregate, ordinary course of business) that is material with respect to the Company or incurred any liability or obligation, direct or contingent, that is material to the Company; and its subsidiaries, taken as a whole, and neither (iii) the Company nor any of its subsidiaries has not sustained any loss or interference with its business or operations that is material to the Company and that is either from fire, explosion, flood, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor disturbance or dispute or disturbance or court or governmental any action, order or decreedecree of any court or arbitrator or governmental or regulatory authority, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except each case as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital StockProspectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (x) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business business, or (y) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (x) and (y) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock and (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree that could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; Effect and (C) except as otherwise disclosed for regular quarterly cash dividends on the Company’s common stock, par value $1.00 per Table of Contents share, in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the -------------------------------------- respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, regardless of whether or not arising in the ordinary course of business (in any such case, a “"Material Adverse Effect”"); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor ----------------------- any of its subsidiaries has sustained any material loss or interference with its business their respective businesses or operations properties from fire, explosion, flood, earthquake hurricane, accident or other natural disaster or calamity, regardless of whether or not covered by insurance, or from any labor dispute or disturbance or court any legal or governmental actionproceeding, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the General Disclosure Package and the Prospectus (in each case exclusive ordinary course of any amendments or supplements thereto subsequent business, which are material with respect to the date of this Agreement)Company and its subsidiaries considered as one enterprise, (D) except for regular dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (E) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business, (F) the Company has not purchased any of its outstanding capital stock (other than as contemplated by Section 1(viii) hereof) and (G) there has not been any material change in the capital stock or partnership interests (as the case may be), short-term debt or long-term debt of the Company and its subsidiaries.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (Ai) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (Bii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has Partnership Parties have not incurred any liability or obligation or entered into any transaction or agreement other than those in the ordinary course of business that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, Partnership Parties taken as a whole, and neither the Company nor any of its subsidiaries has Partnership Parties have not sustained any loss or interference with its their business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Ciii) except as otherwise disclosed in for regular quarterly cash distributions on the Common Units and Preferred Units, and to the General Disclosure Package and the Prospectus (Partner, in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company Partnership on any class of its Capital Stockpartnership interests.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed in the General Disclosure Package and ordinary course of business, there has not been any change in the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (Bx) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken considered as a wholeone enterprise, and neither the Company nor any of its subsidiaries has have not sustained any material loss or material interference with its business or operations from fire, explosion, flood, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or and there has not been any material change in the aggregatecapital stock or long-term debt of the Company and its subsidiaries or (y) any material adverse change in or affecting the condition (financial or other), reasonably be expected to result business, properties, or consolidated results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (any such change described in this clause (y), a “Material Adverse Effect; and ”), in each case in this clause (CA) except other than as otherwise set forth or disclosed or contemplated in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise, other than as set forth or disclosed or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, otherwise than as set forth or disclosed or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statements and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “"Company Material Adverse Effect”"); , (B) except as otherwise disclosed there has been no material adverse change in the General Disclosure Package assets, liabilities, financial condition, operations or present or future relationships with customers of FE and the Prospectus its subsidiaries taken as a whole (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreementan "FE Material Adverse Effect"), neither (C) there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariessubsidiaries considered as one enterprise, taken as a whole(D) to the Company's knowledge, and neither the Company nor there have been no transactions entered into by FE or any of its subsidiaries has sustained any loss or interference with its business or operations from firesubsidiaries, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or than those in the aggregateordinary course of business, reasonably be expected which are material with respect to result in a Material Adverse Effect; the FE and its subsidiaries considered as one enterprise, and (CE) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock. As used in this Agreement, the term "Material Adverse Effect" means a Company Material Adverse Effect or an FE Material Adverse Effect, and statements to the effect that there has not been or will not be a Material Adverse Effect or that certain events or circumstances will not cause or result in a Material Adverse Effect or other similar statements mean that there has not been or will not be, as the case may be, or that such event or circumstance will not cause or result in, as the case may be, either a Company Material Adverse Effect or an FE Material Adverse Effect or both. For purposes of this Agreement, all references to "subsidiaries" of the Company shall include, without limitation, in the case of any representation or warranty made or deemed to have been made on or after the Closing Time, FE and its subsidiaries.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments as supplemented or supplements thereto subsequent to the date of this Agreementamended), except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, including, but not limited to, the impact of any material adverse change in any joint venture, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in without limiting the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)foregoing, neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries joint ventures has sustained any material loss or interference with its business assets, businesses or operations properties (whether owned or leased) from fire, explosion, floodearthquake, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and , (C) except there have been no transactions entered into by the Company or any of its Subsidiaries, as otherwise disclosed well as its Joint Ventures, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, (D) there has been no obligation or liability, contingent or otherwise, directly or indirectly incurred by the Company or any subsidiary or joint venture that would reasonably be expected to have a Material Adverse Effect, (E) except for regular quarterly dividends on the Common Stock and requisite dividends on the Company’s 7 1⁄2% Series B Cumulative Redeemable Preferred Stock, par value $1.00 per share, in amounts per share that are described in the Registration Statement, General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to Final Prospectus, since the date of this Agreement)the Company’s most recent audited balance sheet included in the Registration Statement, the General Disclosure Package or the Final Prospectus (Ai) there has been no material adverse change or change, nor any development that could reasonably be expected to result in or event involving a material adverse prospective change, in the condition (financial or otherotherwise), results of operations, business, properties, management properties or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, that is material and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fireadverse, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has not been any obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change Material Adverse Effect; (B) there have been no transactions entered into by the Company or any development that could reasonably be expected of its subsidiaries or, to result in a material adverse changethe knowledge of the Company, Sovereign or any of its subsidiaries, other than those in the condition ordinary course of business and the transactions contemplated by the Agreement and Plan of Reorganization, dated as of December 14, 2016, by and between the Company and Sovereign (financial or otherthe “Merger Agreement”), results of operations, business, properties, management or prospects which are material with respect to each of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company Sovereign and its subsidiaries, taken each considered as a wholeseparate consolidated enterprise, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in for dividends paid on the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series C, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital capital stock and, to the Company’s knowledge, except for dividends paid on Sovereign’s Senior Non-Cumulative Perpetual Preferred Stock, Series C, no par value, there has not been any dividend or distribution of any kind declared, paid or made by Sovereign on any class of their respective capital stock. For purposes of this Agreement, “Material Adverse Effect” means any fact, change, occurrence, event or circumstance that, individually or together with any other facts, changes, occurrences, events or circumstances, has or would reasonably be expected to have a material adverse effect on the business, business prospects, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated by this Agreement.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementPreliminary Offering Memorandum, the General Disclosure Package and the Prospectus Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company Parent and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company Parent nor any of its subsidiaries has incurred any liability or obligation obligation, direct or contingent, or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company Parent and its subsidiaries, subsidiaries taken as a whole, and neither the Company Parent nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed for regular quarterly cash dividends on the Common Stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company Parent on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Company Material Adverse Effect”); , (B) except as otherwise disclosed to the knowledge of the Company, based upon a certificate of the chief executive officer and chief financial officer of Capital there has been no material adverse change in the General Disclosure Package condition, financial or otherwise, or in the earnings, business affairs or business prospects of Capital and its subsidiaries considered as one enterprise, whether or not arising in the Prospectus ordinary course of business (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreementa “Capital Material Adverse Effect”), neither (C) there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiaries, taken subsidiaries considered as a wholeone enterprise, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (CD) except as otherwise disclosed for regular quarterly dividends on the Common Stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. As used in this Agreement, the term “Material Adverse Effect” means a Company Material Adverse Effect or a Capital StockMaterial Adverse Effect, and statements to the effect that there has not been or will not be a Material Adverse Effect or that certain events or circumstances will not cause or result in a Material Adverse Effect or other similar statements mean that there has not been or will not be, as the case may be, or that such event or circumstance will not cause or result in, as the case may be, a Company Material Adverse Effect or a Capital Material Adverse Effect or both.

No Material Adverse Change in Business. Since the -------------------------------------- respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, regardless of whether or not arising in the ordinary course of business (in any such case, a “"Material Adverse Effect”"); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor ----------------------- any of its subsidiaries has sustained any material loss or interference with its business their respective businesses or operations properties from fire, explosion, flood, earthquake hurricane, accident or other natural disaster or calamity, regardless of whether or not covered by insurance, or from any labor dispute or disturbance or court any legal or governmental actionproceeding, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the General Disclosure Package and the Prospectus (in each case exclusive ordinary course of any amendments or supplements thereto subsequent business, which are material with respect to the date of this Agreement)Company and its subsidiaries considered as one enterprise, (D) except for regular dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (E) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business, (F) the Company has not purchased any of its outstanding capital stock (other than as contemplated by Section 1(viii) hereof) and (G) there has not been any material change in the capital stock or partnership interests (as the case may be), short- term debt or long-term debt of the Company and its subsidiaries.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, businessassets, properties, management business affairs or business prospects of the Company and its subsidiaries taken as a wholeor any Subsidiary, whether or not arising in the ordinary course of business (in any such casebusiness, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect which would be materially adverse to the Company and its subsidiariesSubsidiaries, taken as a wholewhole (any such change being hereinafter referred to as a "Material Adverse Change"), (B) no casualty, loss or condemnation or other adverse event with respect to any of the fee and neither ground lease interests in hotel properties which the Company nor or any Subsidiary owns and/or operates (the "Hotels") has occurred which would have an adverse effect on the condition, financial or otherwise, or on the earnings, assets, business affairs or business prospects of the Company or any of its subsidiaries has sustained Subsidiaries or the Hotels which would be material to the Company and its Subsidiaries taken as a whole (a "Material Adverse Effect"), (C) there have been no transactions or acquisitions entered into by the Company or any loss or interference with its business or operations from fireSubsidiary, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or than those in the aggregateordinary course of business, reasonably be expected to result in which would have a Material Adverse Effect; and , (CD) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind (other than dividends or distributions of additional shares of Common Stock to all holders of the Company's Common Stock on a pro rata basis) declared, paid or made by the Company on any class of its Capital Stockcapital stock and (E) there has been no change in the capital stock of the Company or any increase in the indebtedness of the Company, any Subsidiary or the Hotels which would have a Material Adverse Effect.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development that could reasonably be expected to result in have a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, businessor in the earnings, properties, management or prospects business of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments there have been no liabilities or supplements thereto subsequent to the date of this Agreement)obligations incurred, neither direct or contingent, nor transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariessubsidiaries considered as one enterprise, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise there has not been any material change in the capital stock of the Company or First Guaranty Bank (“Bank”) (other than (x) transfers or issuances of capital stock in the ordinary course of business pursuant to the Company’s employee benefit plans, (y) changes in the number of outstanding shares of common stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, common stock outstanding on the date hereof, or (z) repurchases of common stock by the Company pursuant to a share repurchase program disclosed in the General Disclosure Package Prospectus) or any material increase in the long term indebtedness of the Company or the Bank, and (D) except for regular quarterly dividends on the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Company’s common stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (each of clauses (A), (B), (C) and (D), a “Material Adverse Change”).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of the operations, of Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package short-term debt or long- term debt or material change in the capital stock of Company or any of the Subsidiaries, (C) there have been no transactions entered into by, and the Prospectus (in each case exclusive of any amendments no obligations or supplements thereto subsequent to the date of this Agreement)liabilities, neither the contingent or otherwise, incurred by Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamitySubsidiaries, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregateordinary course of business, reasonably be expected which are material to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package Company and the Prospectus Subsidiaries, considered as one enterprise, (in each case exclusive D) Company has not purchased any of any amendments or supplements thereto subsequent to the date of this Agreement), its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, or (E) there has been no material loss or interference with Company’s or any of its Subsidiaries’ business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “"Material Adverse Effect”"); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatSubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesSubsidiaries considered as one enterprise, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock. Neither the Company nor any of its Subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree which may reasonably be expected to result in a Material Adverse Effect, otherwise than as set forth or contemplated in the Prospectus; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries otherwise than as set forth or contemplated in the Prospectus and except for long-term debt of Taisil Electronic Materials Corporation ("Taisil") assumed by the Company and its subsidiaries as a result of the Company's acquisition of Taisil and changes to capital stock as a result of the exercise of stock options under employee benefit plans subsequent to December 31, 2003.

No Material Adverse Change in Business. Since Except as disclosed in the General Disclosure Package, neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Statutory Prospectus any material loss or interference with its business from (i) fire, explosion, flood or other calamity, whether or not covered by insurance, or (ii) from any labor disturbance or dispute (iii) or any action, order or decree of any court or arbitrator or governmental or regulatory authority, and (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company other than transactions in the ordinary course of business, and (v) there has been no obligation, direct or contingent, that is material to the Company taken as a whole, incurred by the Company, except as obligations incurred in the ordinary course of business in each case otherwise than as set forth or contemplated in the Statutory Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Statutory Prospectus, (A) there has not been no material adverse any change or any development that could reasonably be expected to result in a material adverse change, in the condition capital stock (financial or other), results of operations, business, properties, management or prospects of the Company excluding option and its subsidiaries taken as a whole, whether or not arising other securities grants in the ordinary course of business (in any such casepursuant to the Company’s current equity incentive, a “Material Adverse Effect”); (Bemployee stock purchase, 401(k) except as otherwise disclosed in the General Disclosure Package and other plans and the Prospectus (in each case exclusive exercise of any amendments outstanding stock options or supplements thereto subsequent to the date warrants) or long-term debt of this Agreement), neither the Company nor or any of its subsidiaries has incurred (other than interest accruals) or any liability material adverse change, or obligation any development involving a prospective material adverse change, in or entered into any transaction affecting the general affairs, management, financial position, stockholders’ equity or agreement that, individually or in the aggregate, is material with respect to results of operations of the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss otherwise than as set forth or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or contemplated in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital StockStatutory Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), ): (A) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree that could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in for regular quarterly cash dividends on the General Disclosure Package Common Stock, the Company’s voting cumulative preferred stock, Series A, $20 par value and the Prospectus (Company’s cumulative preferred stock, Series $.90, $16 par value, in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (x) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business business, or (y) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (x) and (y) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in or incorporated by reference in each of the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments as supplemented or supplements thereto subsequent to the date of this Agreementamended), except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken Subsidiaries (as a wholedefined below) considered as one enterprise, including, but not limited to, the impact of any material adverse change in any Joint Venture (as defined below), whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in without limiting the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)foregoing, neither the Company nor any of its subsidiaries has incurred any liability Subsidiaries or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries Joint Ventures has sustained any material loss or interference with its business assets, businesses or operations properties (whether owned or leased) from fire, explosion, floodearthquake, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and , (C) there have been no transactions entered into by the Company or any of its Subsidiaries or its Joint Ventures, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, (D) there has been no obligation or liability, contingent or otherwise, directly or indirectly incurred by the Company or any Subsidiary or Joint Venture that would reasonably be expected to have a Material Adverse Effect, (E) except as otherwise disclosed for regular quarterly dividends on the Common Stock, in amounts per share that are described in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments as supplemented or supplements thereto subsequent to the date of this Agreementamended), except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, including, but not limited to, the impact of any material adverse change in any joint venture, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in without limiting the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)foregoing, neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries joint ventures has sustained any material loss or interference with its business assets, businesses or operations properties (whether owned or leased) from fire, explosion, floodearthquake, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and , (C) except there have been no transactions entered into by the Company or any of its Subsidiaries, as otherwise disclosed well as its Joint Ventures, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, (D) there has been no obligation or liability, contingent or otherwise, directly or indirectly incurred by the Company or any subsidiary or joint venture that would reasonably be expected to have a Material Adverse Effect, (E) except for regular quarterly dividends on the Common Stock, in amounts per share that are described in the Registration Statement, General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (in any such caseii) on the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and capital stock (other than (x) the Prospectus grant of additional options under the Company’s existing stock option plans or (y) changes in each case exclusive the number of any amendments or supplements thereto subsequent outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date of this Agreementhereof), neither short-term debt or long-term debt of the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, no obligations or liabilities, contingent or otherwise, incurred by, and no change, circumstance or state of facts with respect to, the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (other than quarterly dividends paid to holders of Common Stock consistent with past practice) and (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, other than, in each of clauses (B), (C), (D) or (E), in the ordinary course of business or as otherwise set forth or contemplated in the Registration Statement and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (capital stock or long-term debt or any material changes in each case exclusive short-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock and (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of the operations, of Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package capital stock, short-term debt or long-term debt of Company or any of the Subsidiaries, (C) there have been no transactions entered into by, and the Prospectus (in each case exclusive of any amendments no obligations or supplements thereto subsequent to the date of this Agreement)liabilities, neither the contingent or otherwise, incurred by Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamitySubsidiaries, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregateordinary course of business, reasonably be expected which are material to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package Company and the Prospectus Subsidiaries, considered as one enterprise, (in each case exclusive D) Company has not purchased any of any amendments or supplements thereto subsequent to the date of this Agreement), its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock except for the dividend declared on the Company’s common stock on August 18, 2022, or (E) there has been no material loss or interference with Company’s or any of its Subsidiaries’ business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates September 30, 2023, except as of which information is given otherwise stated in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended on such date (the “Annual Report”) or any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission (the “Commission”) (such Annual Report, Quarterly Reports and Current Reports, collectively, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement“Disclosure”), (Ai) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (Bii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree that could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; Effect and (Ciii) except as otherwise disclosed for regular quarterly cash dividends on the Company’s common stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (Prospectus, except as disclosed in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)General Disclosure Package and the Prospectus, (Ai) there has been no material adverse change or change, nor any development that could reasonably be expected to result in or event involving a prospective material adverse change, in the condition (financial or other)otherwise) or in the earnings, results of operations, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package Subsidiaries and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiariesAffiliated Entities, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockshare capital; (iii) there has been no adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (iv) neither the Company nor any of its Subsidiaries and Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any material business or any other material asset, or (D) agreed to take any of the foregoing actions; and (v) neither the Company nor any of its Subsidiaries and Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change or change, nor any development that could reasonably be expected to result in or event involving a prospective material adverse change, in the condition (condition, financial or other)otherwise, or in the earnings, net worth, results of operations, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed there has been no material adverse change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or subsidiaries, (C) there have been no transactions entered into by the Company or any transaction or agreement thatof its subsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiaries considered as one enterprise, (D) there have been no obligations, direct or contingent, that are material to the Company or any of its subsidiaries, taken as a whole, and neither incurred by the Company nor or any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decreesubsidiaries, except as would not, individually or obligations incurred in the aggregateordinary course of business, reasonably be expected to result in a Material Adverse Effect; and (CE) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock and (F) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since Except as disclosed in the respective dates as Registration Statement, the General Disclosure Package and the Prospectus, since the end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (Ai) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in (A) the condition (financial or otherotherwise), results of operations, business, properties, management properties or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, whole that is material and neither adverse or (B) the ability of the Company nor to consummate the transactions contemplated by this Agreement or perform its obligations hereunder (any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except such change being referred to herein as would not, individually or in the aggregate, reasonably be expected to result in a “Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this AgreementChange”), (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (iii) there has been no change in the capital stock (other than a change in the number of outstanding Shares due to the issuance of Shares upon the exercise of outstanding options or warrants, vesting and settlement of restricted stock units or conversion of convertible securities, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus), or any change in the short-term indebtedness, long-term indebtedness (other than as a result of the conversion of convertible securities, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus ), net current assets or net assets of the Company and its subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company or any of its subsidiaries and (iv) the Company has not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (x) on the condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business business, or (y) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (x) and (y) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock and (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since Except as otherwise disclosed therein, since the respective dates as date of which information is given the most recent financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, change in the condition (financial or other), results of operations, business, properties, management business or prospects properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such casebusiness, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result have a material adverse effect on the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect; ”), and (C) except as otherwise disclosed other than in respect regular quarterly dividends on the General Disclosure Package Company's outstanding shares of common or preferred stock consistent with past practice in amount and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)timing, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (Bx) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken considered as a wholeone enterprise, and neither the Company nor any of its subsidiaries has have not sustained any material loss or material interference with its business or operations from fire, explosion, flood, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or and there has not been any material change in the aggregatecapital stock or long-term debt of the Company and its subsidiaries or (y) any material adverse change in or affecting the condition (financial or other), reasonably be expected to result business, properties, or consolidated results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (any such change described in this clause (y), a “Material Adverse Effect; and ”), in each case in this clause (CA) except other than as otherwise set forth or disclosed or contemplated in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise, otherwise than as set forth or disclosed or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, otherwise than as set forth or disclosed or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decreeoutstanding capital stock and, except as would not, individually or for the Company’s normal quarterly cash dividend declared in and payable for the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive second quarter of any amendments or supplements thereto subsequent to the date of this Agreement)2020, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as date of which information is given the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has not been no material adverse change (i) any Material Adverse Effect, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; , (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (Ciii) except any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or the Subsidiaries, which is material to the Company and the Subsidiaries taken as otherwise disclosed a whole, (iv) any material change in the capital stock (other than (A) the grant of additional options or other equity awards under the Company’s equity incentive plans described in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, (B) changes in each case exclusive the number of any amendments or supplements thereto subsequent outstanding Common Stock of the Company due to the date issuance of this Agreement)shares upon the exercise or conversion of securities exercisable for, there has been no or convertible into, Common Stock described in the Registration Statement, the General Disclosure Package or the Prospectus, (C) as a result of the issuance of the Securities, (D) any repurchases of capital stock of the Company, (E) as described in a proxy statement filed on Schedule 14A or a Registration Statement on Form S-4, or (F) otherwise publicly announced) or outstanding long-term indebtedness of the Company or the Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made by on the capital stock of the Company on or any class Subsidiary, other than in each case above in the ordinary course of its Capital Stockbusiness or as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (including any document incorporated by reference therein).

No Material Adverse Change in Business. Since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, the Partnership Entities have not sustained any loss or interference from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, investigation, order or decree, otherwise than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus and other than as would not reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby. Except as otherwise contemplated therein (including the transactions contemplated by the Contribution Agreement), since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse changeMaterial Adverse Effect, in (B) there have been no transactions entered into by the condition (financial or other)Partnership Entities, results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising other than those in the ordinary course of business (in any such casebusiness, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is which are material with respect to the Company and its subsidiariesPartnership Entities considered as one enterprise, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company Partnership other than regular quarterly distributions paid to holders of Common Units, TexNew Mex Units, Subordinated Units or IDRs, as the case may be, of the Partnership in the ordinary course or, except for dividends paid to the Partnership or its subsidiaries, any Partnership Entity on any class of its Capital Stockcapital stock or repurchase or redemption by any Partnership Entity of any class of capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital capital stock (other than has been previously disclosed or as applicable on the Company’s outstanding Series E Preferred Stock).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or outstanding capital stock and other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in than regular quarterly distributions on the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), Company’s preferred stock there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood, outbreak of epidemic illness or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, except as otherwise stated therein, (1) neither the Company nor any of its subsidiaries has incurred any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree that are material, individually or in each case exclusive of any amendments or supplements thereto subsequent the aggregate, to the date of this Agreement)Company and the subsidiaries, taken as a whole, (A2) there has been no material adverse change change, or any development that could reasonably be expected to result in have a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, businessor in the earnings, properties, management business affairs or prospects of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B3) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those in the aggregateordinary course of business or that have been disclosed to the Representative, is which are material with respect to the Company and its subsidiaries, taken considered as a wholeone enterprise, and neither (4) there has not been any material change in the capital stock of the Company nor or any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake Significant Subsidiaries (as defined below) (other than issuances or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or transfers of capital stock in the aggregateordinary course of business pursuant to any dividend reinvestment plan and employee benefit plans (including its equity incentive plans), reasonably be expected the Company’s employee stock purchase plans or repurchases of capital stock by the Company pursuant to result in a Material Adverse Effect; and (C) except as otherwise share repurchase program disclosed in the General Disclosure Package Prospectus) or any material increase in the long term indebtedness of the Company or its Significant Subsidiaries, and (5) the Prospectus (in each case exclusive of Company has not declared, paid or made any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (each of clauses (1), (2), (3), (4) and (5), a “Material Adverse Change”).

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, or contemplated by the General Disclosure Package and the Prospectus Offering Memorandum, since the end of the period covered by the latest audited financial statements included or incorporated by reference in the General Disclosure Package and the Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (Ai) there has been no material adverse change or change, nor any development that could reasonably be expected to result in or event involving a material adverse prospective change, in the condition (financial or otherotherwise), results of operations, business, properties, management properties or prospects of the Company Company, any Guarantor and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its their respective subsidiaries, taken as a whole, that is material and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fireadverse, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company Company, or any Guarantor on any class of its Capital Stockcapital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company, any Guarantor or any of their respective subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company, any Guarantor or any of their respective subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company, any Guarantor or any of their respective subsidiaries taken as a whole, incurred by the Company, any Guarantor or any of their respective subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company, any Guarantor, nor any of their respective subsidiaries has sustained any material loss or interference with its business from events of force majeure, including, but not limited to, fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in each of the Registration Statement, the General Disclosure Package and the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, or as would not have nor be reasonably expected to have a Material Adverse Effect, as hereinafter defined; and, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariessubsidiaries considered as one enterprise, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise for regular quarterly dividends on the Company’s common stock in amounts per share that are consistent with past practice, and repurchases of the Company’s common stock disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series of its Capital Stockcapital stock, or any repurchase or redemption of shares of any class or series of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or business prospects of the Company and its subsidiaries taken as a wholeCompany, whether or not arising in the ordinary course of business, nor any material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties. management or business prospects of MGE such that the Company has the right to terminate its obligations to acquire MGE under the applicable acquisition agreement or to decline to consummate the acquisition of MGE as a result of such material adverse change (in any such casechange or development described in this clause (A), a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, MGE with respect to itself, has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a wholematerial, and neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, MGE has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree that could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed for regular quarterly cash dividends on the Common Stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and capital stock (other than (x) the Prospectus grant of additional options under the Company’s existing stock option plans or (y) changes in each case exclusive the number of any amendments or supplements thereto subsequent outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date of this Agreementhereof), neither short-term debt or long-term debt of the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (other than quarterly dividends paid to holders of Common Stock consistent with past practice) or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, other than, in each of clauses (B), (C), (D) or (E), in the ordinary course of business or as otherwise set forth or contemplated in the Registration Statement and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Final Prospectus, except as otherwise stated therein, (A) neither the Company nor any of its subsidiaries has incurred any material losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, (B) there has been no material adverse change change, or any development that which could reasonably be expected to result in have a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, businessor in the earnings, properties, management business affairs or business prospects of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (BC) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred entered any liability or obligation or entered into any transaction or agreement thattransaction, individually or other than in the aggregateordinary course of business, that is material with respect to the Company and its subsidiaries, taken considered as a wholeone enterprise, and neither (D) there has not been any material change in the capital stock of the Company nor or any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake the Subsidiaries (as defined below) (other than as contemplated herein and other issuances or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or transfers of capital stock in the aggregateordinary course of business pursuant to the Company’s employee benefit plans, reasonably be expected the exercise of stock options, the Company’s dividend reinvestment plan and employee stock purchase plan or repurchases of common stock by the Company pursuant to result in a Material Adverse Effect; and (C) except as otherwise share repurchase program disclosed in the General Disclosure Package and the Prospectus Final Prospectus) or any material increase in the long term indebtedness of the Company or the Subsidiaries, and (E) other than quarterly cash dividends made in each case exclusive the ordinary course of business, the Company has not declared, paid or made any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (each of clauses (A), (B), (C), (D) and (E), a “Material Adverse Change”).

No Material Adverse Change in Business. Since Neither the Company nor any Subsidiary has sustained since the date of the latest audited financial statements included in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, General Disclosure Package or the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has not been no any material change in the capital stock or long-term debt of the Company or any of the Subsidiaries, (B) there has not been any material adverse change change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in or affecting the condition (financial or other), results of operationsgeneral affairs, business, propertiesprospects, management management, financial position, shareholders’ equity or prospects results of operations of the Company and its subsidiaries taken the Subsidiaries, considered as a wholeone enterprise, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not arising in the ordinary course of business (in any such casebusiness, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a whole, and neither the Company nor any of its subsidiaries has sustained any loss one enterprise or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (CD) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, in each case, otherwise than as set forth or contemplated in the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has Partnership Parties have not incurred any liability or obligation or entered into any transaction or agreement other than those in the ordinary course of business that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, Partnership Parties taken as a whole, and neither the Company nor any of its subsidiaries has Partnership Parties have not sustained any loss or interference with its their business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in for regular quarterly cash distributions on the Common Units and Preferred Units, and to the General Disclosure Package and the Prospectus (Partner, in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company Partnership on any class of its Capital Stockpartnership interests.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any material change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred Subsidiaries, or (1) any liability change in the short-term or obligation long-term debt of the Company or any of the Subsidiaries other than advances from the Federal Home Loan Bank of San Francisco (“FHLB”) or borrowings from the Federal Reserve, or (2) any change in other indebtedness, other than routine changes in deposits, regular short-term draws on available lines of credit, and other changes that the Company considers to be insignificant in type or immaterial in amount, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fireoutstanding capital stock, explosionother than pursuant to publicly announced stock repurchase plans, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood, outbreak of epidemic illness or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, except as otherwise stated therein, (1) neither the Company nor any of its subsidiaries has incurred any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree that are material, individually or in each case exclusive of any amendments or supplements thereto subsequent the aggregate, to the date of this Agreement)Company and the subsidiaries, taken as a whole, (A2) there has been no material adverse change change, or any development that which could reasonably be expected to result in have a material adverse change, in the condition (condition, financial or other)otherwise, results of operations, businessor in the earnings, properties, management business affairs or prospects of the Company and its subsidiaries taken subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B3) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatsubsidiaries, individually or other than those in the aggregateordinary course of business and the transactions contemplated by the Merger Agreement, is which are material with respect to the Company and its subsidiaries, taken considered as a wholeone enterprise, and neither (4) there has not been any material change in the capital stock of the Company nor or any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake Significant Subsidiaries (as defined below) (other than issuances or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or transfers of capital stock in the aggregateordinary course of business pursuant to the Company’s employee benefit plans (including its equity incentive plans), reasonably be expected the Company’s dividend reinvestment plan and employee stock purchase plan or repurchases of Common Stock by the Company pursuant to result in a Material Adverse Effect; and (C) except as otherwise share repurchase program disclosed in the General Disclosure Package Prospectus) or any material increase in the long term indebtedness of the Company or its Significant Subsidiaries, and (5) the Prospectus (in each case exclusive of Company has not declared, paid or made any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock (each of clauses (1), (2), (3), (4) and (5), a “Material Adverse Change”).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, businessbusiness affairs, propertiesbusiness prospects, management management, assets or prospects properties of the Company and its subsidiaries taken Subsidiaries, considered as a wholeone enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither there have been no transactions entered into by the Company nor or any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatSubsidiaries, individually or other than those in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesSubsidiaries, taken considered as a wholeone enterprise, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in for regular monthly cash dividends on the General Disclosure Package and Company’s common stock, par value $0.01 per share (the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement“Common Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (D) neither the Company nor any Subsidiary has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (E) there has not been any change in the capital stock, except for issuances of capital stock pursuant to the Company’s “at the market” offering, dividend reinvestment program and employee benefit plans existing on or prior to the date hereof, or long-term debt, other than the repayment of current maturities of long-term debt, of the Company or any of its Subsidiaries.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise disclosed therein, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect (i) on the general affairs, in the condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, stockholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries considered as a wholeone enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any change in the General Disclosure Package and the Prospectus (in each case exclusive capital stock, short-term debt or long-term debt of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor or any of its subsidiaries has incurred any liability or obligation or the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any transaction of the Subsidiaries, whether or agreement that, individually or not in the aggregateordinary course of business, is which are material with respect to the Company and its subsidiariesthe Subsidiaries, taken considered as a wholeone enterprise, and neither (D) the Company nor has not purchased any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; outstanding capital stock and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (latest audited financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed statements included in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Package, neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken Significant Subsidiaries (as a whole, and neither the Company nor any of its subsidiaries defined below) has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notor incurred any material liability or obligation, individually direct or contingent, other than liabilities and obligations that were incurred in the aggregateordinary course of business, which would be reasonably be expected likely to result in a any Material Adverse Effect; Effect (as defined below), nor has there been any development involving a material adverse change in or affecting the financial condition, results of operations, business or prospects of the Company and (C) except its subsidiaries taken as a whole, otherwise than as disclosed in the General Disclosure Package and the Prospectus. Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments amendment or supplements thereto subsequent to supplement thereto) or since the date of this Agreement)the General Disclosure Package, there has not been no dividend (i) any material change in the capital stock or distribution long-term debt of the Company or its Significant Subsidiaries (taken as a whole), (ii) any material adverse change in or affecting the financial condition, results of operations, business or prospects of the Company or its Significant Subsidiaries (taken as a whole), or (iii) any transaction entered into by any of the Company or its Significant Subsidiaries, other than in the ordinary course of business, that is material to the Company or its Significant Subsidiaries (taken as a whole) other than as disclosed, in the case of each of (i), (ii) or (iii) above, in the General Disclosure Package and the Prospectus (exclusive of any kind declared, paid amendment or made by the Company on any class of its Capital Stocksupplement thereto).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatements, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments as supplemented or supplements thereto subsequent to the date of this Agreementamended), except as otherwise stated therein, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, results of operationsor in the earnings, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken considered as a wholeone enterprise, including, but not limited to, the impact of any material adverse change in any joint venture, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed in without limiting the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)foregoing, neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries joint ventures has sustained any material loss or interference with its business assets, businesses or operations properties (whether owned or leased) from fire, explosion, floodearthquake, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and , (C) except there have been no transactions entered into by the Company or any of its Subsidiaries, as otherwise disclosed well as its Joint Ventures, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, (D) there has been no obligation or liability, contingent or otherwise, directly or indirectly incurred by the Company or any subsidiary or joint venture that would reasonably be expected to have a Material Adverse Effect, (E) except for regular quarterly dividends on the Common Stock, in amounts per share that are described in the Registration Statements, General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since None of the Company or any of its subsidiaries has, since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, (i) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that is material to the Company or its subsidiaries, taken as a whole, or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries, taken as a whole, in each case otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has not been no material adverse (x) any change or any development that could reasonably be expected to result in a material adverse change, in the condition share capital (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken other than as a wholeresult of (i) the exercise, whether if any, of stock options or not arising the award, if any, of stock options or restricted stock in the ordinary course of business (pursuant to the Company’s equity plans that are described in any such casethe Registration Statement, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus Prospectus, (ii) the issuance, if any, of Ordinary Shares upon conversion of the Company’s 6.50 % Green Convertible Senior Notes due 2025, (iii) the issuance, if any, of Ordinary Shares in each case exclusive of any amendments or supplements thereto subsequent to connection with the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insuranceConcurrent Placement, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Civ) except as otherwise disclosed in the General Disclosure Package and the Prospectus debt (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stock.other than changes described in

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would notdecree which could reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed for regular cash dividends on the Common Stock in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change effect, or any development that could would reasonably be expected to result in a material adverse changeeffect, in (i) on the general affairs, condition (financial or otherotherwise), results of operations, business, properties, management prospects, management, financial position, shareholders’ equity, assets, liabilities or prospects results of operations, of the Company and its subsidiaries taken Subsidiaries (as a wholedefined below) considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in any such casethe ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”); , (B) except as otherwise disclosed there has not been any material change in the General Disclosure Package capital stock, short-term debt or long-term debt of the Company or any of the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Prospectus Subsidiaries, considered as one enterprise, (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither D) the Company nor has not purchased any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement thatoutstanding capital stock and, individually or in except for the aggregate, is material payment of regular cash dividends with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any Company’s shares of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)preferred stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case of (A) through (E) above, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Disclosure Package, (A) except as described therein, • there has not been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects Material Adverse Effect; • none of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries Subsidiaries has sustained any loss or interference with its business assets, businesses or operations properties (whether owned or leased) from fire, explosion, floodearthquake, earthquake flood or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or any court or legislative or other governmental action, order or decree, except as decree which would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and • since the date of the latest balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, none of the Company or the Subsidiaries has (%4) issued any securities, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (%4) entered into any transaction or incurred any material liability or obligation, direct or contingent, that were not in the ordinary course of business or (%4) declared or paid any dividend or made any distribution on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock, other than with respect to the acquisition of shares of its Common Stock in connection with payment of taxes required in connection with the exercise of options for the purchase of Common Stock or the vesting of restricted stock; provided, however, that the foregoing clause (C) except as otherwise disclosed in shall not apply to transactions solely between the General Disclosure Package Company and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital StockSubsidiaries.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, Statement or the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (condition, financial or other)otherwise, or in the assets, operations, properties, earnings, stockholders’ equity, results of operations, business, properties, management business affairs or business prospects of the Company and its subsidiaries taken as a wholeCompany, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); , (B) except as otherwise disclosed there have been no transactions entered into by the Company, other than those in the General Disclosure Package and the Prospectus (in each case exclusive ordinary course of any amendments or supplements thereto subsequent to the date of this Agreement)business, neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is which are material with respect to the Company and its subsidiariesCompany, taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stockcapital stock, (D) there has been no obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, and (E) there has been no material change in the capital stock (other than (i) the grant of additional options under the Company’s existing stock option plans, (ii) changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, (iii) as a result of the issuance of Placement Shares, (iv) any repurchases of capital stock of the Company, (v) as described in a proxy statement filed on Schedule 14A or a Registration Statement on Form S-4, or (vi) otherwise publicly announced) or outstanding long-term indebtedness of the Company, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus (including any Incorporated Document).