Common use of No Offer to Sell Clause in Contracts

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and the Agent in its capacity as agent hereunderAgent, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as suchagent) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Sales Agent in its capacity as principal or agent hereunder, neither the Sales Agent nor the Company (including its agents and representatives, other than the Sales Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderagents hereunder pursuant to Section 23, neither of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an the Prospectus and the Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderProspectus, neither the Sales Agent nor the Company (including its agents and representatives, other than the Sales Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderagents hereunder pursuant to Section 23, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve approve, or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the CommissionSEC, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an a Permitted Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderProspectus, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 24, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its their capacity as agent hereunderhereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and the Agent in its capacity as agent hereunderAgent, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as suchagent) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Ascendiant in its capacity as agent hereunder, neither the Agent Ascendiant nor the Company (including its agents and representatives, other than the Agent Ascendiant in its capacity as such) will make, use, prepare, authorize, approve approve, or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the CommissionSEC, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither none of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other Unless required by law, other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Act) approved in advance by the Company and the Agent (whose approval shall not be unreasonably withheld) in its capacity as principal or agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Agent in its capacity as principal or agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will will, directly or indirectly, make, use, prepare, authorize, approve or refer to any written communication (free writing prospectus relating to the Shares to be sold by the Agent as defined in Rule 405 under principal or agent hereunder unless such free writing prospectus is used by the Securities Act), Agent and is not required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Act) approved in advance by the Company Corporation and the Agent Agents in its capacity each of their capacities as principal or agent hereunder, neither the Agent Agents nor the Company Corporation (including its agents and representatives, other than the Agent Agents in its capacity each of their capacities as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed by it with the CommissionSEC, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve approve, or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the CommissionSEC, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company Manager, on behalf of the Trust, and the Agent in its capacity as agent hereunder, neither the Agent nor the Company Manager, on behalf of the Trust (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Units hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and the Agent in its capacity as agent hereunderAgents, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as suchagents) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderagents hereunder pursuant to Section 24, neither of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Securities hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as the agent hereunderhereunder pursuant to Section 23, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderor principal hereunder pursuant to Section 23, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company Partnership and the Agent in its capacity as agent hereunderhereunder pursuant to Section 22, neither the Agent nor the Company Partnership (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Units hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus Prospectuses approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an the Prospectus and the Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder (such approval not to be unreasonably withheld, conditioned or delayed), neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent both Agents in its their capacity as agent hereunder, neither of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will directly or indirectly, make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under Issuer Free Writing Prospectus relating to the Securities Act), required Placement Shares to be filed with sold by the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Agent as agent hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company Manager, on behalf of the Trust, and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company Manager, on behalf of the Trust (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Units hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares ADSs hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and the Agent in its capacity as agent hereunderAgent, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as suchagent) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares ADSs hereunder.

No Offer to Sell. Other than an the Prospectus and any Issuer Free Writing Prospectus approved in advance by the Company Partnership and the Agent in its capacity as agent hereunder, neither the Agent nor the Company Partnership (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Units hereunder.

No Offer to Sell. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Sales Agents in its their capacity as agent principals or agents hereunder, neither none of the Agent nor Sales Agents or the Company (including its agents and representatives, other than the Agent Sales Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company Partnership and the Agent Agents in its their capacity as agent hereunderhereunder pursuant to Section 23, neither the Agent Agents nor the Company Partnership (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Units hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Xxxxxxxxxx in its capacity as agent hereunder, neither the Agent Xxxxxxxxxx nor the Company (including its agents and representatives, other than the Agent Xxxxxxxxxx in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares ADSs hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.. 

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities ActAct Regulations), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Securities hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderAgents hereunder pursuant to Section 23, neither of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer a Permitted Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderProspectus, neither the an Agent nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock relating to the Placement Shares to be sold by an Agent as principal or agent hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than any of the Agent Agents in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Act) approved in advance by the Company and the Agent Agents in its their capacity as agent principal or agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderagents hereunder pursuant to Sxxxxxx 00, neither xxxx of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an the Prospectus and any Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderagents hereunder pursuant to Section 23, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an a Permitted Issuer Free Writing Prospectus Prospectus, approved in advance by the Company and the Agent in its capacity as agent hereunderAgent, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer the Prospectus or a Permitted Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderProspectus, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Common Stock hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer a Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder (such approval not to be unreasonably withheld, conditioned or delayed), neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus (as defined below) approved in advance by the Company and the Agent in its capacity as agent hereunderor principal hereunder pursuant to Section 23, neither the Agent nor the Company (including its agents and representatives, other than the Agent and Alternative Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Noble in its capacity as agent hereunder, neither the Agent Noble nor the Company (including its agents and representatives, other than the Agent Noble in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunderunder this Agreement.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and the Agents, each Agent in its capacity as principal or agent hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderAgents hereunder pursuant to Section 23, neither of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an the Prospectus and the Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares to be sold by the Agent hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderagents hereunder (such approval by the Agent not to be unreasonably conditioned, delayed or withheld), neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares Notes hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405) approved in advance by the Company and the Agent in its capacity as agent hereunderAgent, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as suchagent) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and the Agent in its capacity as agent hereunderAgents, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Sales Agents in its their capacity as principal or agent hereunder, neither the Agent Sales Agents nor the Company (including its agents and representatives, other than the Agent Sales Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderagents hereunder (such approval by the Agents not to be unreasonably conditioned, delayed or withheld), neither the Agent Agents nor the Company (including its their agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.. (r)

No Offer to Sell. Other than the Registration Statement, the Prospectus, any amendment or supplement thereto, or an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderhereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Common Shares or Preferred Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderor Permitted Free Writing Prospectus, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and the Agent in its capacity as agent hereunderAgent, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as suchagent) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.. #95784421v14

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderAgent, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under of the Securities ActAct Regulations), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its their capacity as agent Agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Sales Agent in its capacity as principal or agent hereunder, neither the Sales Agent nor the Company (including its agents and representatives, other than the Sales Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, Commission that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus a free writing prospectus (as defined in Rule 405 under the Act) approved in advance by the Company and the Agent in its capacity as principal or agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent hereunderagents hereunder pursuant to Xxxxxxx 00, neither xxxx of the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an a Permitted Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunderAgent, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Sales Agents in its capacity as principal or agent hereunder, neither the Agent Sales Agents nor the Company (including its agents and representatives, other than the Agent Sales Agents in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Sales Agent in its their capacity as principal or agent hereunder, neither the Sales Agent nor the Company (including its agents and representatives, other than the Sales Agent in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and Company, the Agent Agents in its capacity as agent hereunderhereunder pursuant to Section 23 and the Forward Purchaser, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent Agents, in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent Agents in its their capacity as agent agents hereunder, neither the Agent Agents nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.