Common use of Notice of Other Sales Clause in Contracts

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice given hereunderthe Agents, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock; Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); provided, however, that such notice shall restrictions will not be required in connection with the (i) Company’s issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or (i) Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory the Company’s dividend reinvestment plan or arrangement, (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) whether now in effect or hereafter implemented, implemented; (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, Agents and (iviii) issuance Common Stock, or sale securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners who are qualified institutional buyers or persons that are “accredited investors” within the meaning of such term under Rule 501 under the Securities Act conducted in a manner so as not to be integrated with the offering of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agenthereby.

Notice of Other Sales. During any Selling Period or during the pendency of any Placement Notice given hereunderPrincipal Transaction pursuant to a Terms Agreement, the Company shall provide the Sales Agent Agents, the Forward Sellers and the Forward Purchasers notice as promptly as reasonably possible (and, in any event, at least three (3) Scheduled Trading Days) before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, Stock or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement described in effect or hereafter implementedthe Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, time provided that the implementation of such new plan is disclosed to the Sales Agent Agents, the Forward Sellers and the Forward Purchasers in advance. If , (iv) the Company notifies the Sales Agent under this Section 7(i) establishment of a proposed sale trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock Stock, provided the implementation of such is disclosed to the Agents, the Forward Sellers and the Forward Purchasers in advance or (v) any shares of Common Stock equivalentsissuable upon the exchange, conversion, or redemption of securities, including, but not limited to, operating partnership units in Essex Portfolio, L.P., as to which the Company is the general partner, or the exercise of warrants, options or other rights in effect or outstanding. To the extent requested in writing by the Company, the Sales Agent may suspend any offers Agents, the Forward Sellers and sales of Securities the Forward Purchasers shall keep notices provided under this Agreement for Section 8(j) confidential. Any lock-up provisions relating to a period of time deemed appropriate by Principal Transaction shall be set forth in the Sales Agentapplicable Terms Agreement.

Notice of Other Sales. During either the pendency of any Placement Notice given hereunderhereunder or any period in which the Prospectus relating to the Placement Shares is required to be delivered by the Agent, the Company shall provide the Sales Agent with notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement or the Alternative Sales Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, however, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire shares of Common Stock, Stock or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any employee or director stock option, stock bonus option or other stock or compensatory benefits plan or arrangement, whether now in effect stock ownership plan or hereafter implementedissuances permitted by FINRA, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that (iii) the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares issuance of Common Stock upon the exercise of any currently outstanding warrants, options or other rights in effect or outstanding and disclosed in filings by the Company available on XXXXX, or (iv) the issuance or sale of Common Stock equivalentsin connection with the Company’s Series A Redeemable Preferred Stock, par value $0.01 per share (the Sales Agent may suspend “Series A Redeemable Preferred Stock”) or any offers and sales warrants issued in connection with the issuance or sale of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentSeries A Redeemable Preferred Stock).

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) trading days following the termination of any Placement Notice given hereunder, the Company shall provide the Sales Agent Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, provided that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units or other rights to purchase or otherwise acquire Common Stockequity awards, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement described in effect or hereafter implementedthe Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding, and outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the Sales Agentdate of the applicable Placement Notice, and or (ivv) the issuance or sale of Common Stock pursuant Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to any dividend reinvestment and stock purchase plan that vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares offering of Common Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or Common Stock equivalentsrequire the Company to provide notice to Xxxxx, to file a registration statement under the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentAct.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger merger, or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales AgentAgents, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent Agents in advance. If the Company notifies the Sales Agent Agents under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent Agents may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentAgents.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance; and (v) Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) trading days following the termination of any Placement Notice given hereunder, the Company shall provide the Sales Agent Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire shares of Common Stock, restricted shares of Common Stock, restricted stock units or other equity awards or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement described in effect or hereafter implementedthe Prospectus, (ii) the issuance of securities in connection with an a licensing agreement, joint venture, acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to Xxxxx in advance, (iv) the issuance or sale of Common Stock upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding, and outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the Sales Agent, and date of the applicable Placement Notice or (ivv) the issuance or sale of Common Stock pursuant Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to any dividend reinvestment and stock purchase plan that vendors, customers, strategic or collaboration partners or potential strategic partners conducted in a manner so as not to be integrated with the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares offering of Common Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or Common Stock equivalentsrequire the Company to provide notice to Xxxxx, to file a registration statement under the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentAct.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implementedimplemented or Common Stock issued upon the vesting or exercise of any such equity awards, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales AgentAgents, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent Agents in advance. If the Company notifies the Sales Agent Agents under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent Agents may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentAgents.

Notice of Other Sales. During the pendency of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunder, the Company shall provide the Sales Agent Placement Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of restricted stock, Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement described in effect or hereafter implementedthe Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent Placement Agents in advance. If , or (iv) the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares issuance of Common Stock upon the exercise of any outstanding security of the Company convertible into or exchangeable for Common Stock equivalentsStock, the Sales Agent may suspend warrants or any offers and sales rights to purchase or acquire Common Stock; provided further that such notice shall not be required if such information has been filed or furnished on XXXXX or has otherwise been publicly disclosed in advance of Securities under this Agreement for a period of time deemed appropriate by the Sales Agentsuch offer, contract, sale, grant or other disposal.

Notice of Other Sales. During the pendency of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunder, the Company shall provide the Sales Placement Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of restricted stock, Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement described in effect or hereafter implementedthe Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Placement Agent in advance. If , or (iv) the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares issuance of Common Stock upon the exercise of any outstanding security of the Company convertible into or exchangeable for Common Stock equivalentsStock, the Sales Agent may suspend warrants or any offers and sales rights to purchase or acquire Common Stock; provided further that such notice shall not be required if such information has been filed or furnished on XXXXX or has otherwise been publicly disclosed in advance of Securities under this Agreement for a period of time deemed appropriate by the Sales Agentsuch offer, contract, sale, grant or other disposal.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire shares of Common Stock, Stock or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any equity incentive plan, stock option, stock bonus or other stock or compensatory plan or arrangement, arrangement whether now in effect or hereafter implemented, including pursuant to any qualifying inducement award under Nasdaq rules (and the issuance by the Company of shares of Common Stock upon the exercise or vesting thereof), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to the Agent in advance or (iv) any shares of common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding, and outstanding as disclosed in filings by the Company available on XXXXX EXXXX, or otherwise in writing to (v) the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect Stock, securities convertible into or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of exercisable for Common Stock or Common Stock equivalentsother securities offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or other investors conducted or in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) in a manner so as not to be integrated with the Sales Agent may suspend any offers and sales offering of Securities under this Agreement for the Placement Shares hereby. For the avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a period of time deemed appropriate by registration statement with the Sales AgentCommission.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, or a transaction with a third party that includes a bona fide commercial relationship (including, but not limited to, joint ventures, marketing or distribution arrangements, collaboration agreements or licensing agreements), (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent. Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Sales Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company Corporation shall provide the Sales Agent Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible or exercisable into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockShares, options or other rights to purchase or otherwise acquire Common StockShares, or Common Stock Shares issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which either (a) is described at disclosed in filings by the time Corporation available on SEDAR+ or EXXXX or otherwise in writing to the Agents; or (b) involves an immaterial amount of issuance in the Registration Statement and the ProspectusShares being issued, (iii) issuance or sale of Common Stock Shares upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and outstanding which either (a) is disclosed in filings by the Company Corporation available on XXXXX SEDAR+ or EXXXX or otherwise in writing to the Sales AgentAgents; or (b) involves an immaterial amount of Shares being issued, and or (iv) issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and stock purchase plan that the Company Corporation has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent Agents in advance. If the Company Corporation notifies the Sales Agent Agents under this Section 7(i8(y) of a proposed sale of shares of Common Stock Shares or Common Stock Share equivalents, the Sales Agent Agents may suspend any offers and sales of Securities Shares under this Agreement for a period of time deemed appropriate by the Sales AgentAgents.

Notice of Other Sales. During Upon the issuance and during the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Placement Agent notice as promptly as reasonably possible practicable before it the Company offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this AgreementAgreement or as otherwise described in the Registration Statement or Prospectus) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of restricted stock, Common Stock, options or other rights to purchase or otherwise acquire shares of Common Stock, restricted stock or other stock awards or Common Stock issuable upon the exercise or vesting of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement described in effect the Registration Statement or hereafter implementedthe Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale shares of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstandingoutstanding as of the date of this Agreement, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Placement Agent, (iii) the issuance of securities in connection with an acquisition, merger, sale or purchase of assets, other business combination, or strategic alliance or commercial transaction occurring after the date of this Agreement and conducted in a manner so as to not be integrated with the offering of Securities hereby, or (iv) the issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Placement Agent in advance. If Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company notifies to provide notice to the Sales Agent Placement Agent, to file a registration statement under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentAct.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iviii) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockOrdinary Shares, options or other rights to purchase or otherwise acquire Common StockOrdinary Shares, or Common Stock Ordinary Shares issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock Ordinary Shares upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock Ordinary Shares pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock Ordinary Shares or Common Stock Ordinary Shares equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, or a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing agreements), (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunder, the Company shall provide the Sales Placement Agent notice as promptly as reasonably possible a reasonable time before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of restricted stock, Common Stock, LTIP units, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement described in effect or hereafter implementedthe Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Placement Agent in advance. If , or (iv) the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares issuance of Common Stock upon the exercise of any outstanding security of the Company convertible into or exchangeable for Common Stock equivalentsStock, the Sales Agent may suspend warrants or any offers and sales rights to purchase or acquire Common Stock; provided further that such notice shall not be required if such information has been filed or furnished on XXXXX or has otherwise been publicly disclosed in advance of Securities under this Agreement for a period of time deemed appropriate by the Sales Agentsuch offer, contract, sale, grant or other disposal.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company Corporation shall provide the Sales Agent Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible or exercisable into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with with: the (i) issuance, grant or sale of Common StockShares, options options, share units or other rights to purchase or otherwise acquire Common StockShares, or Common Stock Shares issuable upon the exercise or redemption, as applicable, of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or security-based compensation arrangement, whether now in effect or hereafter implemented, ; (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, assets; (iii) issuance or sale of Common Stock Shares upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available Corporation on XXXXX SEDAR+ or otherwise available in writing to the Sales Agent, Agents; and (iv) issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and stock purchase plan that the Company Corporation has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent Agents in advance. If the Company Corporation notifies the Sales Agent Agents under this Section 7(i8(t) of a proposed sale of shares of Common Stock Shares or Common Stock Share equivalents, the Sales applicable Agent may suspend any offers and sales of Securities Placement Shares under this Agreement for a period of time deemed appropriate by the Sales such Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide the Sales Agent Guggenheim Securities notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockOrdinary Shares or ADSs, options or other rights to purchase shares of Ordinary Shares or otherwise acquire Common Stock, ADSs or Common Stock Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any stock share option, stock share bonus or other stock share plan, certain other agreements or compensatory plan arrangement described in the Prospectus or arrangement, whether now in effect or hereafter implementedotherwise publicly disclosed, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, or (iii) the issuance or sale of Common Stock Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to Guggenheim Securities in advance or (iv) any Ordinary Shares or ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company Corporation shall provide the Sales Agent Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible or exercisable into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockShares, options or other rights to purchase or otherwise acquire Common StockShares, or Common Stock Shares issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the ProspectusProspectuses, (iii) issuance or sale of Common Stock Shares upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company Corporation available on SEDAR or XXXXX or otherwise in writing to the Sales AgentAgents, and (iv) issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and stock purchase plan that the Company Corporation has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent Agents in advance. If the Company Corporation notifies the Sales Agent Agents under this Section 7(i8(y) of a proposed sale of shares of Common Stock Shares or Common Stock Share equivalents, the Sales Agent Agents may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentAgents.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i7(k) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger merger, or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implementedimplemented or Common Stock issued upon the vesting or exercise of any such equity awards, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implementedimplemented or Common Stock issued upon the vesting or exercise of any such equity awards, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i7(k) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent CF&Co notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockShares, options or other rights to purchase or otherwise acquire Common Stock, Shares or Common Stock issuable Shares upon the exercise of options or other equity awards, in each case granted awards pursuant to the any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement then in effect or hereafter implementedwhich the Company may from time to time adopt provided the implementation of such is disclosed to CF&Co in advance, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) any Common Shares issuable upon the exchange, conversion, exercise or redemption of or with respect to securities of the Company, the Partnerships or any Subsidiaries or rights now or hereafter in effect or outstanding; or (iv) the issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, time provided that the implementation of such new plan is disclosed to the Sales Agent CF&Co in advance. If Notwithstanding the foregoing in this Section 7(j), during the pendency of any Placement Notice hereunder, the Company notifies shall not be permitted to (x) sell any Common Shares pursuant to the ML&Co Sales Agent Agreement, and (y) issue any “Placement Notices” under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalentsthe ML&Co Sales Agreement, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agentas such term is defined therein.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger merger, or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company Corporation shall provide the Sales Agent Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible or exercisable into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockShares, options or other rights to purchase or otherwise acquire Common StockShares, or Common Stock Shares issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the ProspectusProspectuses, (iii) issuance or sale of Common Stock Shares upon exchange, conversion or exercise of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company Corporation available on XXXXX SEDAR or EXXXX or otherwise in writing to the Sales AgentAgents, and (iv) issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and stock purchase plan that the Company Corporation has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent Agents in advance. If the Company Corporation notifies the Sales Agent Agents under this Section 7(i8(v) of a proposed sale of shares of Common Stock Shares or Common Stock Share equivalents, the Sales Agent Agents may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentAgents.

Notice of Other Sales. During Unless the pendency of any Placement Notice Company has given hereunderwritten notice to the Agents that the Company has suspended activity under this Agreement and there are no pending Agency Transactions or Principal Transactions, the Company shall provide will not, at any time during which Agency Transactions or Principal Transactions are pending and for two (2) Trading Days after the Sales Agent notice as promptly as reasonably possible before it offers last sale of Shares pursuant to this Agreement, (i) offer, pledge, sell, contract to sell, contracts sell any option or contract to purchase, purchase any option or contract to sell, sellsgrant any option, grants any option right or warrant to sell purchase, lend, or otherwise disposes of transfer or dispose of, directly or indirectly, any shares of Common Stock (or other than Placement Shares offered pursuant to equity securities of the provisions of this Agreement) Company or any securities convertible into or exercisable, redeemable or exchangeable for Common StockStock or other equity securities of the Company, warrants or submit to, or file with, the Commission any rights registration statement under the Securities Act with respect to purchase any of the foregoing (other than a Registration Statement on Form S-8 or acquire post-effective amendment to the Registration Statement), or publicly announce the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock; providedStock or other equity securities of the Company, that whether any such notice shall not be required transaction described in connection with the clause (i) issuance, grant or sale (ii) above is to be settled by delivery of shares of Common Stock, options Stock or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awardssecurities, in each case granted cash or otherwise. The foregoing sentence shall not apply to (A) Shares offered and sold under this Agreement or any Terms Agreement or (B) securities issued pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is the Company’s equity incentive plans described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance Prospectus or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then granted thereunder. Any lock-up provisions relating to a Principal Transaction shall be set forth in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agentapplicable Terms Agreement.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger merger, or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company Corporation shall provide the Sales Agent Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible or exercisable into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockShares, options or other rights to purchase or otherwise acquire Common StockShares, or Common Stock Shares issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the ProspectusProspectuses, (iii) issuance or sale of Common Stock Shares upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company Corporation available on SEDAR or XXXXX or otherwise in writing to the Sales AgentAgents, and (iv) issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and stock purchase plan that the Company Corporation has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent Agents in advance. If the Company Corporation notifies the Sales Agent Agents under this Section 7(i8(x) of a proposed sale of shares of Common Stock Shares or Common Stock Share equivalents, the Sales Agent Agents may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales AgentAgents.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Placement Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockOrdinary Shares, options to purchase Ordinary Shares, restricted stock units or other rights to purchase stock awards or otherwise acquire Common Stock, or Common Stock Ordinary Shares issuable upon the exercise or vesting of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now arrangement described in effect the Registration Statement or hereafter implementedthe Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock Ordinary Shares upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstandingoutstanding as of the date of this Agreement, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Placement Agent, and (iii) the issuance of securities in connection with an acquisition, merger, sale or purchase of assets, other business combination, or strategic alliance occurring after the date of this Agreement, which are not issued for capital raising purposes, or (iv) the issuance or sale of Common Stock Ordinary Shares pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Placement Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent Mizuho Securities notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Units (other than Placement Shares Units offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockUnits, warrants or any rights to purchase or acquire Common StockUnits; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockUnits, options or other rights to purchase or otherwise acquire Common Stock, Units or Common Stock issuable Units upon the exercise of options or other equity awards, in each case granted awards pursuant to any stock option, stock bonus or other stock or compensatory equity incentive plan or arrangement, whether now arrangement then in effect or hereafter implementedwhich the Company may from time to time adopt provided the implementation of such is disclosed to Mizuho Securities in advance, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) any Common Units issuable upon the exchange, conversion, exercise or redemption of or with respect to securities of the Company or any of its subsidiaries or rights now or hereafter in effect or outstanding, or (iv) the issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock Units pursuant to any dividend reinvestment and plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, time provided that the implementation of such new plan is disclosed to the Sales Agent Mizuho Securities in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockOrdinary Shares or ADSs, options or other rights to purchase or otherwise acquire Common StockOrdinary Shares or ADSs, or Common Stock Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock Ordinary Shares or ADSs upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock Ordinary Shares or ADSs pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance, and (v) the issuance of Ordinary Shares, or securities convertible into Ordinary Shares, which are offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors (including Ordinary Shares issuable upon satisfaction of any milestone under the Triaxial Convertible Note Deed Poll) conducted in a manner so as not to be integrated into the offering of ADSs hereby. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock Ordinary Shares or Common Stock ADSs or Ordinary Share or ADS equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire shares of Common Stock, Stock or Common Stock issuable upon the exercise of options or other equity awards, in each case granted awards pursuant to any equity incentive plan, stock option, stock bonus or other stock or compensatory plan or arrangement, arrangement whether now in effect or hereafter implemented, including pursuant to any qualifying inducement award under Nasdaq rules (and the issuance by the Company of shares of Common Stock upon the exercise or vesting thereof), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectusassets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to the Agent in advance or (iv) any shares of common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding, and outstanding as disclosed in filings by the Company available on XXXXX XXXXX, or otherwise in writing to (v) the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect Stock, securities convertible into or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of exercisable for Common Stock or Common Stock equivalentsother securities offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or other investors conducted or in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) in a manner so as not to be integrated with the Sales Agent may suspend any offers and sales offering of Securities under this Agreement for the Placement Shares hereby. For the avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a period of time deemed appropriate by registration statement with the Sales AgentCommission.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company Corporation shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible or exercisable into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common StockShares, options or other rights to purchase or otherwise acquire Common StockShares, or Common Stock Shares issuable upon the exercise of options or other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the ProspectusProspectuses, (iii) issuance or sale of Common Stock Shares upon exchange, conversion or exercise of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company Corporation available on XXXXX SEDAR or EXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and stock purchase plan that the Company Corporation has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company Corporation notifies the Sales Agent under this Section 7(i‎8(v) of a proposed sale of shares of Common Stock Shares or Common Stock Share equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice given hereunderthe Agent, the Company shall provide the Sales Agent notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) issuance, grant or sale of Common Stock, options or other rights to purchase or otherwise acquire Common Stock, Stock or Common Stock issuable upon the exercise of options or other equity awardsoptions, in each case granted pursuant to any employee or director stock option, stock bonus incentive or other stock or compensatory benefits plan or arrangement, stock purchase plan of the Company whether now in effect or hereafter implemented, and (ii) issuance of securities in connection with an acquisition, merger or sale or purchase of assets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) issuance or sale of Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights then in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for a period of time deemed appropriate by the Sales Agent.