Common use of No Offer to Sell Clause in Contracts

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Placement Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Placement Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Placement Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent and the Forward Seller in its their capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent or the Forward Seller as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Xxxxx Fargo Securities in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Xxxxx Fargo Securities in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Xxxxx Fargo Securities as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Placement Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Placement Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Placement Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus Free Writing Prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Manager in its capacity as principal or agent hereunder, neither the Manager nor the Company (including its agents and representatives, other than the Sales Agent Manager or an the Alternative Sales AgentManagers, each in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus Free Writing Prospectus relating to the Securities Shares to be sold by the Sales Agent Manager as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Placement Agent in its capacity as principal or agent hereunder, or as deemed necessary by the Company to comply with applicable securities laws under advice of counsel, the Company (including its agents and representatives, other than the Sales Placement Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Placement Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, neither Agent nor the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its capacity their respective capacities as a principal or agent hereunderhereunder or under the Alternative Equity Distribution Agreements, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its capacity their respective capacities as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal or agent hereunderhereunder or under an Alternative Equity Distribution Agreement.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Xxxxxxx Xxxxx in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each xxxx Xxxxxxx Xxxxx in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Xxxxxxx Xxxxx as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Manager in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Manager in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Manager as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Manager in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity Manager as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Manager as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Manager in its capacity as principal or agent hereunder or the Forward Seller as agent hereunder, as applicable, the Company (including its agents and representatives, other than the Sales Agent Manager or an Alternative Sales Agentthe Forward Seller, each in its capacity their respective capacities as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Manager as principal or agent hereunder or by the Forward Seller as agent hereunder.

No Offer to Sell. Other than a any free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Placement Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Placement Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Placement Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as agent hereunder or as principal or agent hereunderhereunder and under any Terms Agreement, neither Agent nor the Company (including its agents and representatives, representatives other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent as agent hereunder or as principal or agent hereunderhereunder and under any Terms Agreement.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent [Agent] in its capacity as principal or agent hereunder, neither [Agent] nor the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales [Agent, each ] in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent [Agent] as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales an Agent in its capacity as agent hereunder or as principal or agent hereunderpursuant to a Terms Agreement, the Company (including its agents and representatives, other than the Sales an Agent or an Alternative Sales Agent, each Forward Purchaser in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales an Agent as agent hereunder or as principal or agent hereunderpursuant to a Terms Agreement.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its capacity their respective capacities as a principal or agent hereunderhereunder or under the Alternative Equity Distribution Agreements, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its capacity their respective capacities as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal or agent hereunderhereunder or under the Alternative Equity Distribution Agreements.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Xxxxxxx Xxxxx, in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each xxxx Xxxxxxx Xxxxx in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Xxxxxxx Xxxxx, as principal or agent hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder or the Forward Seller as agent hereunder, as applicable, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each the Forward Seller in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent as principal or agent hereunder or by the Forward Seller as agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Manager in its capacity as principal or agent hereunder or the Forward Seller as agent hereunder, as applicable, the Company (including its agents and representatives, other than the Sales Agent Manager or an Alternative Sales Agentthe Forward Seller, each in its capacity their respective capacities as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Manager as principal or agent hereunderhereunder or by the Forward Seller as agent xxxxxxxxx.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its their capacity as principal principals or agent agents hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal principals or agent agents hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent Agents in its their capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal or agent hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Placement Agents in its their capacity as principal principals or agent agents hereunder, or as deemed necessary by the Company to comply with applicable securities laws under advice of counsel, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Placement Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Placement Agents as principal or agent hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent [ ] in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each [ ] in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent [ ] as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company Company, the Sales Agents and the Sales Agent in its capacity as principal or agent hereunderForward Sellers, the Company (including its agents and representatives, other than the Sales Agent Agents or an Alternative Sales Agentthe Forward Sellers, each in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the a Sales Agent Agent, as principal or agent hereunder or by the Forward Sellers as agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity Agents or the Forward Sellers, as principal applicable, neither the Agents or agent hereunder, the Forward Sellers nor the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its their capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent Agents or the Forward Sellers as principal principals or agent agents hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Manager in its capacity as principal or agent hereunder, neither Manager nor the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Manager in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent Manager as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Placement Agents in its their capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Placement Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Placement Agents as principal or agent hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent [—] in its capacity as principal or agent hereunder, neither [—] nor the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each [—] in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent [—] as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Distribution Agents in its capacity their respective capacities as a principal or an agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Distribution Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Distribution Agents as principal or agent hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Citigroup in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Citigroup as principal or agent hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Xxxxxxxxxx Securities in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Xxxxxxxxxx Securities in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Xxxxxxxxxx Securities as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Placement Agent in its capacity as principal or agent hereunder, or as deemed necessary by the Company to comply with applicable securities laws under advice of counsel, the Company (including its agents and representatives, other than the Sales Placement Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Placement Securities to be sold by the Sales Placement Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its capacity their capacities as principal or agent agents hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its capacity their capacities as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent Agents hereunder.

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

No Offer to Sell. Other than a any Issuer Free Writing Prospectus or any other free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Placement Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Placement Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Placement Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent Agents in its their capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the each Sales Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the each Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the each Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales an Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales such Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales such Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales each Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales each Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales such Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal or agent hereunder.

No Offer to Sell. Other than a any free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Placement Agents in its their capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Placement Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent Placement Agents as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Distribution Agents in its capacity their respective capacities as principal principals or agent agents hereunder, neither the Distribution Agents nor the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Distribution Agents in its their capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales either Distribution Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) Permitted Free Writing Prospectus approved in advance in writing by the Company and the Sales Agent Agents in its capacity their respective capacities as principal or agent hereunderhereunder or pursuant to any Confirmation, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, Agents each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus (as defined in Rule 405 under the Securities Act) relating to the Placement Securities to be sold or offered by the Sales Agent Agents, each as principal or sales agent hereunderhereunder or as Forward Sellers.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and each of the Sales Agent Agents in its capacity as agent hereunder or as principal or agent hereunderhereunder and under any Terms Agreement, neither an Agent nor the Company (including its agents and representatives, representatives other than the Sales such Agent or an Alternative Sales Agent, each in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales such Agent as agent hereunder or as principal or agent hereunderhereunder and under any Terms Agreement.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunderUnderwriter, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Underwriter in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent Underwriter hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Placement Agents, in its their capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Placement Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Placement Agents as principal or agent hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Placement Agent in its capacity as principal or agent hereunderhereunder or as deemed necessary by the Company to comply with applicable securities laws under advice of counsel, the Company (including its agents and representatives, other than the Sales Placement Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Placement Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its capacity as principal or agent hereunder, neither the Agents nor the Company (including its agents and representatives, representatives other than the Sales Agent or an Alternative Sales Agent, each Agents in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent Agents as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Distribution Agents in its capacity their respective capacities as a principal or an agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Distribution Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Distribution Agents as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent Agent hereunder, neither Agent nor the Company (including its agents Agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent as principal or agent Agent hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities ActAct Regulations) approved in advance in writing by the Company and the Sales Agent Xxxxxx Xxxxxx in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Xxxxxx Xxxxxx in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Xxxxxx Xxxxxx as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as sales agent hereunder or as principal or agent hereunderhereunder and under any Terms Agreement, neither Agent nor the Company (including its agents and representatives, representatives other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent as sales agent hereunder or as principal or agent hereunderhereunder and under any Terms Agreement.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Xxxxxxx Xxxxx in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Xxxxxxx Xxxxx as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company Partnership and the Sales Agent in its capacity as principal or agent hereunderManager, the Company Partnership (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as suchManager) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Units to be sold by the Sales Agent Manager as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing writing, including by email, by the Company and the Sales Agent Agents in its their capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales an Agent in its capacity as agent hereunder or as principal or agent hereunderpursuant to a Terms Agreement, the Company (including its agents and representatives, other than the Sales an Agent or an Alternative Sales Agent, each Forward Purchaser in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales an Agent as agent hereunder or as principal or agent hereunder.pursuant to a Terms Agreement. (v)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the each Sales Agent and Forward Purchaser in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the each Sales Agent or an Alternative Sales Agent, each and Forward Purchaser in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Placement Securities to be sold by the to or through each Sales Agent as principal or agent and each Forward Purchaser hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its their capacity as principal or agent hereunder, neither the Agents nor the Company (including its their agents and representatives, other than any of the Sales Agent or an Alternative Sales Agent, each Agents in its capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by any of the Sales Agent Agents as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales an Agent in its capacity as agent hereunder or as principal or agent hereunderpursuant to a Terms Agreement, the Company (including its agents and representatives, other than the Sales an Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales an Agent as agent hereunder or as principal or agent hereunderpursuant to a Terms Agreement.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Managers in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Managers in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Managers as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent Agents in its their capacity as principal or agent hereundersales agent, or the Forward Sellers, as applicable, the Company (including its agents and representatives, other than the Sales Agent Agents or an Alternative Sales Agent, each Forward Sellers in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent Agents as principal or agent or by the Forward Sellers hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its their capacity as principal or agent agent, or the Forward Sellers, as applicable, hereunder, the Company (including its agents and representatives, other than the Sales Agent Agents or an Alternative Sales Agent, each the Forward Sellers in its their capacity as such) will shall not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal or agent or by the Forward Sellers hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its capacity as agent hereunder or as principal or agent hereunderhereunder and under any Terms Agreement, neither the Agents nor the Company (including its agents and representatives, representatives other than the Sales Agent or an Alternative Sales Agent, each Agents in its their capacity as such) will notwill, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities Shares to be sold by the Sales Agent Agents as agent hereunder or as principal or agent hereunderhereunder and under any Terms Agreement.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance in writing by the Company and the Sales Agent Manager in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity Manager as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Manager as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its their capacity as principal principals or agent agents hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales any Agent as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Managers in its their capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Managers in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Managers as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent Agents in its their capacity as principal or agent hereunderhereunder at a time when the Company is no longer an “ineligible issuer” (as defined in Rule 405 under the Securities Act), the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each Agents in its their capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent Agents as principal principals or agent agents hereunder.

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and the Sales Agent SunTrust in its capacity as principal or agent hereunder, the Company (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each SunTrust in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent SunTrust as principal or agent hereunder.

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company Partnership and the Sales Agent in its capacity as principal or agent hereunder, the Company Partnership (including its agents and representatives, other than the Sales Agent or an Alternative Sales Agent, each in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating to the Securities to be sold by the Sales Agent as principal or agent hereunder.