Common use of Notice of Other Sales Clause in Contracts

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 Xxxxx Fargo 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 Common Shares (other than Placement Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Company.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderXx Xxxxx, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Xx Xxxxx 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 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 shares of Common Stock (other than the 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 prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently rights in effect or established subsequent to the date hereof outstanding, and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus filings by the current holders of partnership Company available on XXXXX or other interests otherwise in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companywriting to Xx Xxxxx.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Ordinary Shares or ADSs, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant Ordinary Shares or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs, other equity awards or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards awards, pursuant to any stock optionemployee or director share option or benefits plan, stock bonus or other stock or compensatory share ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent, (iii) Ordinary Shares or ADSs issuable pursuant to an acquisitionequity line transaction (provided that notice to the Sales Agent pursuant to Section 7(h)(I) shall still apply for any such equity line transaction) and (iv) Ordinary Shares or ADSs or securities convertible into or exchangeable for Ordinary Shares or ADSs as consideration for mergers, merger or acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly in any other “at-the-market” or managed equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with (i) the issuance, grant Company’s issuance or sale of shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any stock optionequity incentive or benefits plan, stock bonus or other purchase plan, stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the Company’s issuance of shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing (including by email correspondence) to the ProspectusSales Agents, or (iii) the Company’s issuance or sale of shares of Common Shares Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any dividend reinvestment and/or share purchase equity plan currently assumed by the Company in effect connection with any such acquisition, which issuance shall only be to a person (or established subsequent to the date hereof and disclosed equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a report filed pursuant business synergistic with the business of the Company and shall provide to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent Company additional benefits in addition to the date hereof and disclosed investment of funds, but shall not include a transaction in a report filed pursuant to which the Exchange Act (excluding Current Reports Company is issuing securities primarily for the purpose of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyraising capital.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderDesignated Agent, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Designated Agent 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); 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 sixtieth (60th) day immediately following 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) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options options, restricted stock, restricted stock units, performance units, or other convertible equity awards granted to the Company’s directors, officers, employees, contractors, advisors, consultants and other service providers, pursuant to any stock optioncompensatory or incentive equity plan, benefits plan, stock bonus or other stock or compensatory ownership plan or arrangementdividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, including, any restricted stock units or performance-based restricted stock units and the issuance, settlement (including net settlement) of Common Stock to any similar plan or arrangementofficers, described directors and employees of the Company and/or its Subsidiaries in connection thereof, and pursuant to the ProspectusCompany’s equity plan, as may be amended from time to time; provided that any such plans in this clause (i) are disclosed in filings by the Company available on XXXXX, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the ProspectusAgents, or and (iii) the issuance Common Stock or sale securities convertible into or exchangeable for shares of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect Stock as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (as amended by 5) Trading Days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo the 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall or restrictions will not be required applicable in connection with the (i) the issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock, restricted stock units or any other equity awards, or Common Shares Stock issuable upon the exercise of options options, restricted stock units or other equity awards pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock or compensatory plan or arrangement, or any similar plan or arrangement, arrangement described in the Prospectus, (ii) the issuance issuance, grant or sale of Common Stock, or securities convertible into or exercisable for Common Stock, which are not issued primarily for capital raising purposes, in connection with an acquisitionany joint venture, merger commercial, strategic or sale or purchase of assets described in the Prospectuscollaborative relationship, or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity, (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently that the Company may adopt from time to time provided the implementation of such is disclosed to the Agents in advance or (iv) any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or established subsequent outstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of restrict the Company’s Preferred ability, or require the Company to provide notice to the Agents, to file a registration statement under the Securities Act, including another prospectus supplement in connection with the Registration Statement for the issuance and sale of shares other than the Placement Shares. The Company shall 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 outstanding as 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 later of the date hereof or Preferred termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares issued subsequent to the date hereof and disclosed in a report filed sold pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanyPlacement Notice.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Ordinary Shares, or warrants or any rights to purchase or acquire Ordinary Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales 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 third (3rd) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly engage 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 Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares prior to the termination of this Agreement without the prior written consent of the Sales Agent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Ordinary Shares, options to purchase Common Ordinary Shares or Common other securities, or grants of any of the foregoing, issuable under the Company’s then existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or vesting other equity awards securities, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to other business combinations occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form)this Agreement which are not issued for capital raising purposes, (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof Ordinary Shares, offered and disclosed sold in a report filed pursuant privately negotiated transaction to vendors, customers, lenders, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form)offering hereby, and (v) a non-material Ordinary Shares in connection with any acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership debt financing, strategic investment or other interests similar transaction (including any joint venture, strategic alliance or partnership); provided, however that any such transaction shall not include a transaction in certain “DownREIT” and which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other subsidiaries which may result securities (including debt securities) in the issuance of Common Shares of the Companyone or more transactions.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderXx Xxxxx, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Xx Xxxxx 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 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 shares of Common Stock (other than the 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 prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards options, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in the Prospectus, or writing to Xx Xxxxx and (iii) the issuance Common Stock issued or sale of Common Shares pursuant sold to any dividend reinvestment and/or share purchase plan currently in effect Xxxx Xxxx or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyhis affiliates.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicablei) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (ii) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with (i) the issuance, grant Company’s issuance or sale of (A) shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (B) shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other stock rights in effect or compensatory plan outstanding, and disclosed in filings by the Company available on EXXXX or arrangementotherwise in writing (including by email correspondence) to the Sales Agent and (C) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, or any similar plan or arrangementacquisitions, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic transactions occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common Sharesstock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly engage in any other “at-the-market” equity transaction during the pendency of the offering contemplated by this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangementdividend reinvestment plan, or any similar employee stock purchase plan of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EDXXX xr otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement, which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least five (5) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent 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 Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards options, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Common Stock or sale securities convertible into or exchangeable for shares of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect Stock as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common Sharesstock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) shall not without the prior written consent of the Sales Agent, directly or indirectly engage 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant one or more transactions. Notwithstanding the foregoing provisions, nothing herein shall be construed to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of restrict the Company’s Preferred Shares outstanding as ability, or require the consent of the date hereof or Preferred Shares issued subsequent Sales Agent, to file a registration statement under the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanySecurities Act.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Ordinary Shares, or warrants or any rights to purchase or acquire Ordinary Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Ordinary Shares, options to purchase Common Shares Ordinary Shares, other equity awards or Common Ordinary Shares issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX and (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common Sharesstock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least five (5) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent 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); 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 Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following 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) the issuance, grant Ordinary Shares or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options options, including an Ordinary Shares or other equity awards ADSs sold on behalf of an employee to cover tax withholding obligations, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the ProspectusAgent, or (iii) the issuance Ordinary Shares or sale of Common ADSs or securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to ADSs as consideration for mergers, acquisitions, other business combinations or research, collaboration, technology license, development, marketing or other similar agreements or strategic partnerships or alliances occurring after the date hereof of this Agreement which are not issued for capital raising purposes; and disclosed in a report filed (iv) Ordinary Shares to be sold pursuant to the Exchange Act Sale Agency Agreement between the Company and Kxxxxx Cheuvreux, dated August 24, 2020 (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such formthe “Sale Agency Agreement”), (iv) the issuance upon conversion of or any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of liquidity facility between such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyparties.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent, (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in or other business combinations or strategic transaction occurring after the Prospectusdate of this Agreement and approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a report filed pursuant business synergistic with the business of the Company and is expected to provide to the Exchange Act (excluding Current Reports Company additional benefits in addition to the investment of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), funds and (iv) securities issued as bona fide inducement grants, provided that in making any such grants the issuance upon conversion of any of Company shall comply with the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof applicable rules, regulations and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of notice requirements for such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus grants established by the current holders NYSE American Exchange. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least five (5) days prior to pursuing any private or public offerings of partnership equity and/or other securities (including debt securities) in one or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than (A) the Lincoln Park Agreement, provided that with respect to such shares of Common Stock, provided that with respect to such shares of Common Stock referred to this clause (B), the Company shall provide the Sales Agent notice as promptly as reasonably possible before it effects each sale of shares of Common Stock under the Lincoln Park Agreement) within the period referred to in clause (I) above in this Section7(i)) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

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 Xxxxx Fargo the applicable Agent notice as promptly as reasonably possible in writing, specifying the nature and the date of such proposed sale, at least two Trading Days before it offers to sellissues, offers, sells, contracts to sell, sellssells any option or contract to purchase, purchases any option or contract to sell, assigns, pledges, hypothecates, grants any option option, right or warrant to sell purchase, lends or otherwise transfers or disposes of any shares of Common Shares (other than Placement Securities offered pursuant to the provisions of this Agreement) Stock or any securities convertible into or exercisable or exchangeable for Common SharesStock (“Related Securities”) having an aggregate sale price of at least $1,000,000, warrants or (B) enter into any rights swap, hedge, short sale, derivative, put or call or other agreement, arrangement, hedge or transaction that transfers to purchase another, in whole or acquire in part, directly or indirectly, any of the economic consequences of ownership of any Common Shares; providedStock or Related Securities having an aggregate sale price of at least $1,000,000. Notwithstanding the provisions set forth in the immediately preceding sentence, that such notice shall not be required in connection with the Company may, without the prior written consent of the Agents, (i1) issue Securities to the issuanceAgents pursuant to this Agreement, grant or sale of Common Shares(2) issue shares, and options to purchase shares, of Common Shares Stock and restricted stock units pursuant to stock option plans, stock purchase or other equity incentive plans described in the Registration Statement and the Prospectus, (3) issue shares of Common Shares issuable Stock upon the exercise of stock options or the vesting of restricted stock units, in each case, issued under stock option or other equity awards pursuant incentive plans referred to any stock optionin clause (2) above, stock bonus or other stock or compensatory plan or arrangementas those plans are in effect on the date of this Agreement, or any similar plan or arrangementupon the exercise of convertible securities outstanding on the date of this Agreement, described as those convertible securities are in effect on the Prospectusdate of this Agreement, (ii4) the issuance issue shares of securities Common Stock or Related Securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or Prospectus and (iii5) the issuance or sale issue shares of Common Shares Stock pursuant to any dividend reinvestment and/or share or direct stock purchase plan currently that the Company has in effect or established subsequent may adopt from time to time, provided that the implementation of such new plan is disclosed to the date hereof applicable Agent in advance. Any lock-up provisions relating to a transaction in which the Company sells Securities directly to an Agent as principal will be set forth in the separate written agreement containing the terms and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 conditions of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companysale.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicablei) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (ii) shall not (without the prior written consent of the Sales Agent) directly or indirectly engage 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant one or more transactions. Notwithstanding the foregoing provisions, nothing herein shall be construed to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of restrict the Company’s Preferred Shares outstanding as ability, or require the consent of the date hereof or Preferred Shares issued subsequent Sales Agent, to file a registration statement under the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanySecurities Act.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgents, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common SharesOrdinary Shares or ADSs during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to the Designated Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or other similar continuous equity transaction (such as an equity line of credit), offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares or Placement ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the later of the termination of this Agreement and the sixtieth day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant Ordinary Shares or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs, or other securities under the Company’s existing equity incentive plans, or Ordinary Shares or ADSs issuable upon the exercise of options or vesting of other equity awards securities, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise agreed to in writing by the Prospectus, or Agents and (iii) the issuance Ordinary Shares or sale of Common ADSs or securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to ADSs as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales Agent notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement without the Sales Agent’s prior written consent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During Without the pendency prior written consent of the applicable Designated Agent for any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderShares, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares (other than any Placement Securities Shares offered and/or sold pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Ordinary Shares, warrants or any rights to purchase or acquire Common acquire, Ordinary Shares during the period beginning on the date on which the Placement Notice with respect to such Placement Shares is delivered to such Designated Agent hereunder and ending on the Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if such Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by such 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 Ordinary Shares (other than any Placement Shares offered and/or sold pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice shall restrictions will not be required apply in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Ordinary Shares, options to purchase Common Shares Ordinary Shares, share awards, restricted shares, RSUs or Common other equity awards, or Ordinary Shares issuable upon the exercise of options or other vesting of equity awards awards, pursuant to any stock option, equity incentive or benefits plan, stock bonus ownership plan or dividend reinvestment plan or other stock compensation plan of the Company whether now in effect or compensatory plan or arrangement, or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares issuable upon conversion of securities or the exercise of warrants, options, equity awards or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the ProspectusAgents, or (iii) the issuance Ordinary Shares, or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect securities convertible into or established subsequent to the date hereof exercisable for Ordinary Shares, offered and disclosed sold in a report filed pursuant 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 Exchange Act (excluding Current Reports offering of Form 8-K responsive to Item 2.02 or Item 7.01 of such form)Ordinary Shares hereby, (iv) the issuance upon conversion of Ordinary Shares in connection with any of the Company’s Preferred Shares outstanding as of the date hereof merger, acquisition, strategic investment or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act other similar transaction (excluding Current Reports of Form 8-K responsive to Item 2.02 including any joint venture, strategic alliance or Item 7.01 of such formpartnership), (v) Ordinary Shares, or securities convertible into or exercisable for Ordinary Shares, offered and sold on an arm’s-length basis to any unaffiliated parties pursuant to a non-material acquisitioncollaboration, merger licensing agreement, strategic alliance or purchase of assets or similar transaction and (vi) the issuance or sale Ordinary Shares pursuant to the exercise Committed Equity Facility. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of contractual rights described any Agent, to file a registration statement under the Securities Act. Notwithstanding anything to the contrary, during the term of this Agreement, the Company will not give a VWAP Purchase Notice or an Intraday VWAP Purchase Notice (as each such term is defined in the Prospectus by Ordinary Share Purchase Agreement with B. Xxxxx Principal Capital II, LLC (“BRPI”) entered into in connection with the current holders Committed Equity Facility (the “ELOC Purchase Agreement”)) while a Placement Notice is in place under this Agreement. Additionally, during the term of partnership this Agreement, the Company will not send any Placement Notice pursuant to this Agreement while BRPI, has a VWAP Purchase Notice or other interests in certain “DownREIT” and other subsidiaries which may result an Intraday VWAP Purchase Notice, provided that the foregoing restriction shall only apply for the applicable Purchase Date (as such term is defined in the issuance of Common Shares ELOC Purchase Agreement) with respect to such VWAP Purchase Notice or Intraday VWAP Purchase Notice; provided, however that if such restriction is waived by BRPI, such restriction shall not apply as of the CompanyTrading Day immediately following such waiver.

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 Xxxxx Fargo BRFBR with written notice as promptly as reasonably possible before it offers will, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any Common Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire acquire, Common Shares; provided, however, that such notice shall will not be required in connection with (i) the Company’s issuance, grant or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant to any stock option, stock bonus rights in effect or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described disclosed as outstanding in the Registration Statement or the U.S. Prospectus, ; (iiiii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectusassets; and (iv) Common Shares, or (iii) the issuance securities convertible into or sale of exercisable for Common Shares Shares, issued pursuant to any dividend reinvestment and/or share purchase plan currently consulting arrangements or service provider arrangements the primary purpose of which is not to raise capital, unless, in effect each case, such arrangements are required to be disclosed on a current report on Form 6-K. In addition, while this Agreement is in force and shall not have expired, terminated or established subsequent been terminated, during the period beginning on the fifth (5th) Trading Day immediately prior to the date hereof on which any Placement Notice is delivered to BRFBR hereunder and disclosed in a report filed 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 Exchange Act (excluding Current Reports Placement Notice has been terminated or suspended prior to the sale of Form 8-K responsive to Item 2.02 or Item 7.01 all Placement Shares covered by a Placement Notice, the date of such formsuspension or termination), (iv) the issuance upon conversion Company will not, directly or indirectly, sell, contract to sell, grant any option to sell or otherwise dispose of any of Common Shares (other than the Company’s Preferred Placement Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed offered pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to Item 2.02 purchase or Item 7.01 of such form)acquire, (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyin any other “at-the-market” offering.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly in any other “at-the-market” or managed equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement or shares of Common Stock offered under that certain common stock purchase agreement, dated the date hereof, entered into between the Company and Arnaki Ltd.) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with (i) the issuance, grant Company’s issuance or sale of shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any stockholder approved stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the Company’s issuance of shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing (including by email correspondence) to the ProspectusSales Agent, or (iii) the Company’s issuance or sale of shares of Common Shares Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any dividend reinvestment and/or share purchase equity plan currently assumed by the Company in effect connection with any such acquisition, which issuance shall only be to a person (or established subsequent to the date hereof and disclosed equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a report filed pursuant business synergistic with the business of the Company and shall provide to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent Company additional benefits in addition to the date hereof and disclosed investment of funds, but shall not include a transaction in a report filed pursuant to which the Exchange Act (excluding Current Reports Company is issuing securities primarily for the purpose of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyraising capital.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for two (as amended by 2) trading days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo Cowen 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common SharesStock (including restricted Common Stock), options to purchase shares of Common Shares Stock or Common Shares Stock, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus bonus, employee stock purchase, or other compensatory or stock or compensatory plan or arrangement, or any similar plan or arrangement, arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectusassets, or (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently that the Company may adopt, in effect or established subsequent its sole discretion, from time to time provided the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 implementation of such form)plan is disclosed to Cowen in advance, (iv) the issuance upon conversion of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or (v) the issuance of any shares of Common Stock, or 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, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s Preferred Shares outstanding as ability to file, or require the Company to provide notice Cowen of the date hereof or Preferred Shares issued subsequent to filing of, a registration statement under the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanySecurities Act.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderFBR, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs during the period beginning on the date on which any Placement Notice is delivered to FBR 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 Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice shall restrictions will not be required apply in connection with the Company’s issuance or sale of (i) the issuance, grant Ordinary Shares or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to any stock optionFBR, stock bonus (iii) Ordinary Shares or ADSs, or securities convertible into or exercisable for Ordinary Shares or ADSs, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described investors conducted in a manner so as not to be integrated with the Prospectus, offering of Ordinary Shares hereby and (iiiv) the issuance of securities Ordinary Shares in connection with an any acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership strategic investment or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companysimilar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. During the pendency of period beginning on the second Trading Day immediately prior to the date on which any Placement Notice (as amended by is delivered to the corresponding Acceptance, if applicable) given hereunderPlacement Agent hereunder and ending on the second Trading Day immediately following the Settlement Date with respect to shares of Common Stock sold pursuant to any such Placement Notice, the Company shall provide Xxxxx Fargo the 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 Shares Stock (other than Placement Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of restricted stock, Common SharesStock, LTIP units, options to purchase Common Shares Stock, or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock or compensatory plan or arrangement, or any similar plan or arrangement, arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) issuance of Common Stock or other securities in connection with mergers or acquisitions of business, entities, property or other assets, joint ventures or strategic alliances, (iv) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently that the Company has in effect or established subsequent may adopt from time to time, provided the implementation of such new plan is disclosed to the date hereof and disclosed Placement Agent in a report filed pursuant to the Exchange Act advance (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (ivv) the issuance upon conversion of any Common Stock upon the exchange, conversion or redemption of securities or the Company’s Preferred Shares outstanding as exercise of the date hereof warrants, options, or Preferred Shares issued subsequent to the date hereof and disclosed other rights in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 effect or Item 7.01 of such form)outstanding, (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of shares of Common Shares Stock or securities exercisable for or convertible into shares of Common Stock as compensation to consultants or service providers, provided that in the case of subsections (iii) and (v) hereof, the aggregate number of shares of Common Stock issued or issuable upon conversion of exchange of securities under subsections (iii) and (v) pursuant to any such arrangement shall not exceed five percent (5%) of the number of shares of Common Stock outstanding immediately prior to giving effect to such issuance. For avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Placement Agent, to file a registration statement with the Commission.

Notice of Other Sales. During the pendency of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunder, the The Company shall provide Xxxxx Fargo the Agent written notice as promptly as reasonably possible practicable before it offers to sell, sells, contracts to sell, sells, grants any option to sell or otherwise disposes of any Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock 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). The Company will not, without the prior written consent of the Agent (such consent not to be unreasonably withheld, conditioned or delayed), 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 the restrictions set forth in the first and second sentences of this Section 7(h) shall not be required apply in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock, other equity awards to purchase or otherwise acquire Common Stock, or Common Shares Stock issuable upon the exercise exercise, vesting or settlement of options options, warrants, restricted stock units or other equity awards pursuant to any stock option, or benefits plan or other employee or director compensation plan, stock ownership plan, stock bonus or other stock or compensatory plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectus, hereafter implemented; (ii) the issuance of securities Common Stock or Series D Preferred Stock issuable in connection with an acquisition, merger the Transactions or sale shares of Common Stock issuable upon conversion or purchase of assets described in the Prospectusredemption of, or as a dividend or distribution upon, securities (including, without limitation, any remaining outstanding Zero Coupon Convertible Senior Notes due 2023 or shares of Series D Preferred Stock) or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EXXXX or otherwise in writing to the Agent, (iii) 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 issuance or sale offering of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof Stock hereby and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership). Notwithstanding the issuance upon conversion of any of foregoing provisions, nothing herein shall be construed to restrict the Company’s Preferred Shares outstanding as ability, or require the consent of the date hereof or Preferred Shares issued subsequent Agent, to file a registration statement under the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanySecurities Act.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice the Agent (as amended by the corresponding Acceptancesuch consent not to be unreasonably withheld, if applicable) given hereunderconditioned or delayed), the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent 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); 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 later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company's issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock, other equity awards to acquire Common Stock or Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Common Stock or sale securities convertible into or exchangeable for shares of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect Stock as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales Agent notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement without the Sales Agent’s prior written consent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding at any time, merger and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in or other business combinations or strategic transaction occurring after the Prospectusdate of this Agreement and approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a report filed pursuant business synergistic with the business of the Company and is expected to provide to the Exchange Act (excluding Current Reports Company additional benefits in addition to the investment of Form 8-K responsive to Item 2.02 or Item 7.01 of such form)funds, and (iv) securities issued as bona fide inducement grants, provided that in making any such grants the issuance upon conversion of any of Company shall comply with the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof applicable rules, regulations and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of notice requirements for such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus grants established by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanyExchange.

Notice of Other Sales. During the pendency of any Placement Notice (as amended by given hereunder, and for five trading days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common SharesStock (including restricted Common Stock), options to purchase shares of Common Shares Stock, restricted stock units or Common Shares other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive plan, stock option, stock bonus plan, stock purchase plan, or other stock or compensatory plan or arrangement, or any similar plan or arrangement, arrangement described in the Registration Statement or the Prospectus, including, without limitation, the Company’s 2018 Incentive Award Plan and 2018 Employee Stock Purchase Plan, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase or license of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently that the Company may adopt, in effect or established subsequent its sole discretion, from time to time provided the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 implementation of such form)plan is disclosed to Xxxxx in advance, (iv) the issuance upon conversion any shares of any of the Company’s Preferred Shares outstanding as of the date hereof Common Stock, or Preferred Shares issued subsequent to the date hereof securities convertible into or exercisable for Common Stock, offered and disclosed sold in a report filed pursuant privately negotiated transaction to vendors, customers or strategic partners, and otherwise conducted in a manner so as not to be integrated with the Exchange Act (excluding Current Reports offering of Form 8-K responsive to Item 2.02 Placement Shares hereby or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to of any shares of common stock issuable upon the exchange, conversion or redemption of securities or the exercise of contractual warrants, options or other rights described in the Prospectus effect or outstanding or disclosed in filings by the current holders Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of partnership the applicable Placement Notice. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company from entering into and/or consummating a committed underwritten equity offering or other interests in certain “DownREIT” and other subsidiaries which may result in similar offering of its registered securities, or otherwise prohibit the issuance of Common Shares its equity securities in a private placement transaction, or require that the Company provide notice of, or obtain prior written consent, to do any of the Companyforegoing.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderboth Agents, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to 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 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 shares of Common Stock (other than the 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 prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently rights in effect or established subsequent to the date hereof outstanding, and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus filings by the current holders of partnership Company available on XXXXX or other interests otherwise in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companywriting to Agents.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicablei) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (ii) shall not (without the prior written consent of the Sales Agent) directly or indirectly engage in any other “at-the-market” or continuous equity transaction offer to sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) pursuant to any other “at-the-market” or continuous equity transaction, securities convertible into or exchangeable for shares of Common Stock pursuant to any other “at-the-market” or continuous equity transaction, or warrants or any rights to purchase or acquire, shares of Common Stock pursuant to any other “at-the-market” or continuous equity transaction prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant one or more transactions. Notwithstanding the foregoing provisions, nothing herein shall be construed to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of restrict the Company’s Preferred Shares outstanding as ability, or require the consent of the date hereof or Preferred Shares issued subsequent Sales Agent, to file a registration statement under the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanySecurities Act.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common Sharesstock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly engage 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement without the prior written consent of the Sales Agent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice the Agent (as amended by the corresponding Acceptance, if applicable) given hereunderwhich consent shall not be unreasonably withheld), the Company shall provide Xxxxx Fargo 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 Common Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire acquire, Common Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent 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); 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 Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the sixtieth (60th) day immediately following 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) the issuance, grant or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards options, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX, SEDAR or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Common Shares or sale securities convertible into or exchangeable for shares of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderWithout prior written notice to Agent, the Company shall provide Xxxxx Fargo notice as promptly as reasonably possible before it offers will not, (A) directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any Common ADSs or Underlying Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs during the period beginning on the date on which any Placement Notice is delivered to Agent hereunder and ending on the second (2nd) 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 (B) 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 Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs during the period beginning on the date on which any Placement Notice is delivered to Agent hereunder and ending on the second (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); provided, however, that such notice shall restrictions will not be required apply in connection with (i) the Company’s issuance, grant or sale of Common (i) Ordinary Shares, ADSs, restricted stock units, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options options, or other equity awards the vesting of any of the foregoing, pursuant to any stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options, convertible notes or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Ordinary Shares, ADSs or sale of Common securities convertible into or exchangeable for Ordinary Shares pursuant or ADSs issued in privately negotiated transactions to any dividend reinvestment and/or share purchase plan currently in effect vendors, customers or established subsequent to other commercial or strategic partners or potential commercial or strategic partners, as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts pledge, sell, contract to sell, sells, grants sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise disposes transfer or dispose of any Common Ordinary Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Ordinary Shares, warrants or any rights to purchase or acquire Common Ordinary Shares during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second 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 offering” or continuous equity transaction offer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with (i) any Ordinary Shares issued by the issuance, grant or sale of Common Shares, options to purchase Common Shares or Common Shares issuable Company upon the exercise of an option or warrant, or reissuance of such options or other equity awards pursuant to any stock option, stock bonus warrants upon transfer or other stock or compensatory plan or arrangementassignment, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance conversion of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to a convertible security outstanding on the date hereof and disclosed referred to in a report filed the Registration Statement and the Prospectus; (ii) any security issued or granted pursuant to employee benefit plans of the Exchange Act Company referred to in the Registration Statement and the Prospectus; (excluding Current Reports of Form 8iii) any Ordinary Shares issued pursuant to any existing non-K responsive employee director stock plan or dividend reinvestment plan referred to Item 2.02 or Item 7.01 of such form), in the Registration Statement and the Prospectus; (iv) the issuance upon conversion of any of the Company’s Preferred Ordinary Shares outstanding or securities convertible into or exchangeable for Ordinary Shares as of consideration for mergers, acquisitions, joint ventures, collaborations, licensing agreements, other business combinations or strategic alliances occurring after the date hereof or Preferred Shares of this Agreement which are not issued subsequent to the date hereof for capital raising purposes; and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisitionmodification of any outstanding options, merger warrants of any rights to purchase or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyacquire Ordinary Shares.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Common Class A Ordinary Shares (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Class A Ordinary Shares, or warrants or any rights to purchase or acquire Class A Ordinary Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 Class A Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Class A Ordinary Shares, warrants or any rights to purchase or acquire Common Sharesacquire, Class A Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Class A Ordinary Shares, options to purchase Common Shares Class A Ordinary Shares, other equity awards or Common Class A Ordinary Shares issuable upon the exercise of options or other equity awards awards, pursuant to any stock optionemployee or director share option or benefits plan, stock bonus or other stock or compensatory share ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Class A Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX and (iii) Class A Ordinary Shares or securities convertible into or exchangeable for Class A Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales Agent notice as promptly as reasonably possible at least two (2) days, before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly enter into or utilize 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectusassets, other business combinations or (iii) the issuance strategic alliances, vendor, consultant, customer or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to other comparable transactions occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common SharesOrdinary Shares or ADSs during the period beginning on the third Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant Ordinary Shares or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs, other securities under the Company’s existing equity incentive plans, or Ordinary Shares or ADSs issuable upon the exercise of options or vesting of other equity awards securities, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Ordinary Shares or sale of Common ADSs or securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to ADSs as consideration for mergers, acquisitions, other business combinations, joint ventures; collaborations; licensing arrangements; manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development or third party service arrangements, or strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second (2nd) 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 sixtieth (60th) day immediately following 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) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares or Common Shares issuable upon the exercise of options Stock or other equity awards securities exercisable or convertible into shares of Common Stock pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale otherwise in writing to the Agent and (iii) Common Stock or purchase securities convertible into or exchangeable for shares of assets described in Common Stock (A) as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the Prospectusdate of this Agreement which are not issued for capital raising purposes, or (iiiB) the issuance or sale of Common Shares pursuant issuable to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companydebt financing sources.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo AGP notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to AGP 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement without AGP’s prior written consent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to AGP and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide AGP notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicablei) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (ii) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with (i) the issuance, grant Company’s issuance or sale of (A) shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (B) shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other stock rights in effect or compensatory plan outstanding, and disclosed in filings by the Company available on EXXXX or arrangementotherwise in writing (including by email correspondence) to the Sales Agent and (C) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, or any similar plan or arrangementacquisitions, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice (as amended by given hereunder, and for 5 trading days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo each 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with (i) the offer, issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock, restricted stock units, performance restricted stock units or Common Shares Stock issuable upon the exercise of options options, vesting of restricted stock units or performance restricted stock units, or exercise or vesting of other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, or any similar plan or arrangement, arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectusassets, or (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent that the Company may adopt from time to time provided the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 implementation of such form)is disclosed to each Sales Agent in advance, (iv) any shares of common stock issuable upon the exchange, conversion or redemption of convertible notes or other securities or the exercise of warrants, options or other rights in effect or outstanding (including, for the avoidance of doubt, the shares of Common Stock underlying the Company’s outstanding 3.50%/5.00% Convertible Senior PIK Toggle Notes due 2027, including any shares of Common Stock underlying the potential capitalized interest paid in kind through an increase in the principal amount of such convertible notes), or (v) Common Stock or securities convertible into or exercisable for Common Stock, offered and sold in privately negotiated transactions to strategic partners, collaborators, licensors, vendors or other similarly situated parties in a manner that would not be reasonably expected to be integrated with the offering of the Shares. Notwithstanding the foregoing, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or otherwise prohibit the issuance upon conversion of its equity securities in a private placement transaction, or require that the Company obtain prior written consent to do any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyforegoing.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Ordinary Shares, ADSs, warrants or any rights to purchase or acquire Common Ordinary Shares or ADSs during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second 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 offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the later of the termination of this Agreement and the sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuanceOrdinary Shares, grant or sale of Common ADSs, options to purchase Ordinary Shares, options to purchase Common ADSs, other securities under the Company’s existing equity incentive plans, or Ordinary Shares or Common Shares ADSs issuable upon the exercise of options or vesting of RSUs or other equity awards securities, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options, RSUs or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described in otherwise made available to the ProspectusAgent, or (iii) the issuance Ordinary Shares or sale of Common ADSs or securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to ADSs as consideration for mergers, acquisitions, joint ventures, collaborations, licensing agreements, other business combinations or strategic alliances occurring after the date hereof of this Agreement which are not issued for capital raising purposes and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion modification of any outstanding options, warrants, RSUs and/or other security interests of the Company’s Preferred any rights to purchase or acquire Ordinary Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanyADSs.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than (A) the Placement Shares offered pursuant to this Agreement, (B) the shares of Common Stock offered under the 2019 Sales Agreement, or (C) the Aspire ELOC, provided that with respect to such shares of Common Stock referred to this clause (C), the Company shall provide the Sales Agent notice as promptly as reasonably possible before it effects each sale of shares of Common Stock under the Aspire ELOC within the period referred to in clause (I) above in this Section 7(i)) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderXx Xxxxx, the Company shall provide Xxxxx Fargo 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 Common Shares shares of Preferred Stock (other than Placement Securities the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesPreferred Stock, warrants or any rights to purchase or acquire Common Sharesacquire, Preferred Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Xx Xxxxx 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 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 shares of Preferred Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Preferred Stock, warrants or any rights to purchase or acquire, Preferred Stock prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesPreferred Stock, options to purchase Common Shares shares of Preferred Stock or Common Shares Preferred Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) Preferred Stock issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently rights in effect or established subsequent to the date hereof outstanding, and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus filings by the current holders of partnership Company available on XXXXX or other interests otherwise in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companywriting to Xx Xxxxx.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderMLV, the Company shall provide Xxxxx Fargo 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 Common Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire acquire, Common SharesShares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV 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); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to any stock option, stock bonus or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or MLV and (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers or are persons that are "accredited investors" that satisfy one or more of the issuance criteria set forth in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or sale (a)(8) under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyhereby.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgents, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs 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 ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs 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 Ordinary Shares or ADSs (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following 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) the issuanceOrdinary Shares, grant or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards options, pursuant to any stock optionemployee or director share option or benefits plan, stock bonus or other stock or compensatory share ownership plan, employee share purchase plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agents and (iii) the issuance Ordinary Shares or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect ADSs as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companythis Agreement.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice the Agent (as amended by the corresponding Acceptancesuch consent not to be unreasonably withheld, if applicable) given hereunderconditioned or delayed), the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent 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); 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 later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards options, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EXXXX or otherwise in writing to the Agent and (iii) Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, or offered and sold in privately negotiated transactions with vendors, customers, strategic partners or in connection with an acquisition, merger other business combinations or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgents, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs 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); 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 Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs 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) the issuance, grant Ordinary Shares or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX, ASX or otherwise in writing to any stock option, stock bonus the Agents and (iii) Ordinary Shares or other stock or compensatory plan or arrangementADSs, or any similar plan securities convertible into or arrangementexercisable for Ordinary Shares or ADSs, described offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are (i) qualified institutional buyers and not more than three persons that are “accredited investors” within the Prospectusmeaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act or (ii) the issuance of securities in connection with an acquisition, merger “professional” or sale or purchase of assets described “sophisticated” investors as such terms are defined in the ProspectusCorporations Act and, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed each case, otherwise conducted in a report filed pursuant manner so as not to be integrated with the Exchange Act (excluding Current Reports offering of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanyADSs hereby.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common ADSs or Ordinary Shares (other than the Placement Securities ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common ADSs, Ordinary ADSs, warrants or any rights to purchase or acquire, ADSs or Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs 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 ADSs or Ordinary Shares (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable for ADSs, Ordinary Shares, warrants or any rights to purchase or acquire Common Sharesacquire, ADSs or Ordinary Shares prior to the sixtieth (60th) day immediately following termination; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuanceADSs, grant or sale of Common Ordinary Shares, options to purchase Common ADSs or Ordinary Shares or Common other equity awards or ADSs or Ordinary Shares issuable upon the exercise of options, pursuant to any equity compensation plan, employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not ADSs or Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) ADSs or Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other equity awards pursuant rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to any stock optionthe Agent, stock bonus and (iii) ADSs or other stock Ordinary Shares or compensatory plan securities convertible into or arrangementexchangeable as consideration for mergers, or any similar plan or arrangementacquisitions, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Without derogating from the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares (other than the Placement Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Ordinary Shares, warrants or any rights to purchase or acquire Common acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Securities sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Securities 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 Ordinary Shares (other than the Placement Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the sixtieth (60th) day immediately following 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) the issuanceOrdinary Shares, grant or sale of Common SharesADSs, options to purchase Common Ordinary Shares, warrants, options to purchase Ordinary Shares or Common Ordinary Shares issuable upon the exercise of options or other equity awards warrants, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Ordinary Shares or sale of Common securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

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 Xxxxx Fargo FBR with written notice as promptly as reasonably possible before it offers will, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any Common Preferred Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Preferred Shares, warrants or any rights to purchase or acquire Common acquire, Preferred Shares; provided. In addition, that such notice while this Agreement is in force and shall not be required in connection with have expired, terminated or been terminated, during the period beginning on the fifth (i5th) the issuance, grant or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent Trading Day immediately prior to the date hereof on which any Placement Notice is delivered to FBR hereunder and disclosed in a report filed 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 Exchange Act (excluding Current Reports Placement Notice has been terminated or suspended prior to the sale of Form 8-K responsive to Item 2.02 or Item 7.01 all Placement Shares covered by a Placement Notice, the date of such formsuspension or termination), (iv) the issuance upon conversion Company will not, directly or indirectly, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Preferred Shares, warrants or any rights to purchase or acquire, Preferred Shares in any other “at-the-market” offering. In the event that notice of a proposed sale is provided by the Company to this Section 7(g), FBR may (and shall if requested by the Company’s Preferred Shares outstanding ) suspend activity under this Agreement for such period of time as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus may be requested by the current holders of partnership Company or other interests in certain “DownREIT” and other subsidiaries which as may result in the issuance of Common Shares of the Companybe deemed appropriate by FBR.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding AcceptanceAgent, if applicable) given hereunderwhich consent shall not be unreasonably withheld, conditioned or delayed, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent 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); 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 later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock, restricted stock units or other equity securities or Common Shares Stock issuable upon the exercise or vesting of options options, restricted stock units or other equity awards securities, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) Common Stock issuable upon conversion of securities, the issuance exercise of securities warrants, options or other rights or the vesting of restricted stock units in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Common Stock or sale securities convertible into or exchangeable for shares of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect Stock as consideration for mergers, acquisitions, licenses, other business combinations or established subsequent to strategic alliances or corporate partnering transactions occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least five (5) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

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 Xxxxx Fargo the Agent with no fewer than three Trading Days’ prior written notice as promptly as reasonably possible before it offers will, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any Common Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire acquire, Common Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent 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); and will not, while this Agreement is in force and effect and shall not have expired, terminated, or been terminated, 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 Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice shall restrictions will not be required in connection with (i) the Company’s issuance, grant or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant to any stock option, stock bonus rights in effect or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described disclosed as outstanding in the Registration Statement or the U.S. Prospectus, ; (iiiii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectusassets; and (iv) Common Shares, or (iii) the issuance securities convertible into or sale of exercisable for Common Shares Shares, issued pursuant to any dividend reinvestment and/or share purchase plan currently consulting arrangements or service provider arrangements the primary purpose of which is not to raise capital, unless, in effect or established subsequent each case, such arrangements are required to the date hereof be disclosed on a current report on Form 6-K, and disclosed in a report filed pursuant filings by the Company available on EXXXX or otherwise in writing to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanyAgent.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent 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); 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 ADS (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following 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) the issuanceOrdinary Shares, grant or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards options, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Ordinary Shares, ADSs or sale of Common securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to ADSs as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice the Agents (as amended by the corresponding Acceptancenot to be unreasonably withheld, if applicable) given hereunderconditioned or delayed), the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Ordinary Shares, warrants or any rights to purchase or acquire Common acquire, Ordinary Shares 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); and will not directly or indirectly in any other “at the market”, equity line or similar financing transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice shall restrictions will not be required apply in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Ordinary Shares, options to purchase Common Ordinary Shares or Common Ordinary Shares issuable upon the exercise of options options, restricted stock units or other equity awards Ordinary Shares issuable upon the vesting of restricted stock units, issued to employees, directors, officers, consultants and advisors as compensation for employment or services in the ordinary course of business pursuant to any stock optionemployee or director option or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agents and (iii) the issuance Ordinary Shares or sale of Common securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances, and for collaboration, development, marketing or other similar agreements or strategic partnerships occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (as amended by 5) Trading Days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common SharesStock (including restricted Common Stock), options to purchase shares of Common Shares Stock or Common Shares Stock, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to the any equity incentive plan, stock option, stock bonus plan, stock purchase plan, or other stock or compensatory plan or arrangement, or any similar plan or arrangement, arrangement described in the Registration Statement or the Prospectus, including, without limitation, the Company’s 2018 Incentive Award Plan and 2018 Employee Stock Purchase Plan, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase or license of assets described in assets, including pursuant to the ProspectusLicense Agreement, or (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently that the Company may adopt, in effect or established subsequent its sole discretion, from time to time provided the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 implementation of such form)plan is disclosed to Xxxxx in advance, (iv) the issuance upon conversion any shares of any of the Company’s Preferred Shares outstanding as of the date hereof Common Stock, or Preferred Shares issued subsequent to the date hereof securities convertible into or exercisable for Common Stock, offered and disclosed sold in a report filed pursuant privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the Exchange Act (excluding Current Reports offering of Form 8-K responsive to Item 2.02 Placement Shares hereby or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to of any shares of common stock issuable upon the exchange, conversion or redemption of securities or the exercise of contractual warrants, options or other rights described in the Prospectus effect or outstanding or disclosed in filings by the current holders Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of partnership the applicable Placement Notice. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company from entering into and/or consummating a committed underwritten equity offering or other interests in certain “DownREIT” and other subsidiaries which may result in similar offering of its registered securities, or otherwise prohibit the issuance of Common Shares its equity securities in a private placement transaction, or require that the Company provide notice of, or obtain prior written consent, to do any of the Company.foregoing

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Ordinary Shares or ADSs, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant Ordinary Shares or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs, other equity awards or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards awards, pursuant to any stock optionemployee or director share option or benefits plan, stock bonus or other stock or compensatory share ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with effect or outstanding, and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent, (iii) Ordinary Shares or ADSs issuable pursuant to an acquisitionequity line transaction (provided that notice to the Sales Agent pursuant to Section 7(h)(I) shall still apply for any such equity line transaction) and (iv) Ordinary Shares or ADSs or securities convertible into or exchangeable for Ordinary Shares or ADSs as consideration for mergers, merger or acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for two (as amended by 2) Trading Days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide XX Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any equity incentive plan, stock option, stock bonus or other stock or compensatory plan or arrangementarrangement 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 any similar plan or arrangement, described in the Prospectusvesting thereof), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectusassets, or (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently that the Company may adopt from time to time provided the implementation of such is disclosed to XX Xxxxx in advance (iv) any shares of common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or established subsequent to the date hereof and outstanding as disclosed in a report filed pursuant to filings by the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 Company available on XXXXX, or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares Stock, securities convertible into or exercisable for Common Stock or other 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 agreements, collaboration agreements or intellectual property license agreements) in a manner so as not to be integrated with the offering of 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 XX Xxxxx, to file a registration statement with the Commission.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the first (1st) 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, in the event the Common Stock is not an “actively traded security” as defined in Rule 101 of Regulation M, then such time periods shall be three (3) Trading Days; 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 sixtieth (60th) day immediately following 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) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options or vesting of other equity awards securities, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent and (iii) Common Stock or securities convertible into or exchangeable for shares of Common Stock (A) as consideration for mergers, acquisitions, other business combinations or strategic alliances, (B) in connection with an acquisitionstrategic transactions, merger including (1) joint ventures, manufacturing, sponsored research, collaboration, license or sale or purchase of assets described in the Prospectusdistribution arrangements, or (iii2) technology transfer or development arrangements, or (C) in connection with the issuance provision of goods or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently services from suppliers or third party service providers, in effect or established subsequent to each case occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales Agent notice as promptly as reasonably possible at least two (2) days, before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly enter into or utilize 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectusassets, other business combinations or (iii) the issuance strategic alliances, vendor, consultant, customer or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to other comparable transactions occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (as amended by 5) Trading Days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo Cxxxx 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Shares, Stock options to purchase shares of Common Shares Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Shares Stock issuable upon the exercise or vesting of options options, restricted stock units or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement, arrangement for bona fide compensatory purposes or pursuant to any similar plan “inducement grant” or arrangement, described in prospective employees of the ProspectusCompany, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectusassets, or (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent that the Company may adopt from time to time provided the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 implementation of such form)plan is disclosed to Cxxxx in advance, (iv) any shares of Common Stock issuable upon the issuance upon exchange, conversion or redemption of any securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company’s Preferred Shares outstanding as of the date hereof Company available on EXXXX or Preferred Shares issued subsequent otherwise in writing to Cxxxx prior to the date hereof and disclosed in a report filed pursuant to of the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form)applicable Placement Notice, (v) the issuance of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a non-material acquisitionprivately negotiated transaction to vendors, merger customers or purchase of assets strategic partners or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares any shares of the Company’s Series A-1 Convertible Preferred Stock, $0.0001 par value per share, in respect of the Series A Preferred Stock Dividends. Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Cxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second (2nd) 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 sixtieth (60th) day immediately following 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) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares or Common Shares issuable upon the exercise of options Stock or other equity awards securities exercisable or convertible into shares of Common Stock pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale otherwise in writing to the Agent and (iii) Common Stock or purchase securities convertible into or exchangeable for shares of assets described in Common Stock (A) as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the Prospectusdate of this Agreement which are not issued for capital raising purposes, or (iiiB) the issuance or sale of Common Shares pursuant issuable to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companydebt financing sources.

Notice of Other Sales. During the pendency of any Placement Notice The Company will not, directly or indirectly, (as amended by the corresponding Acceptance, if applicablei) given hereunder, the Company shall provide Xxxxx Fargo notice as promptly as reasonably possible before it offers offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for shares of Common SharesStock, warrants or any rights to purchase or acquire shares of Common SharesStock during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second 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 (ii) will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for shares of Common Stock, prior to the termination of this Agreement, in each case, (i) and (ii), unless the Company provides prior written notice to the Agent; provided, however, that such notice shall will not be required in connection with (iA) the issuance, grant or sale issuance by the Company of Common Shares, options to purchase Common Shares or Common Shares issuable Stock upon the exercise of outstanding stock options or other equity stock-based awards or vesting of outstanding restricted stock units or other stock-based awards or issuances of shares of Common Stock under the 2000 Plan, the 2013 Plan, the 2015 Plan, the 2017 Plan or the Amended and Restated 2019 Plan or pursuant to any inducement grants to new employees or upon the exercise of currently outstanding options granted outside of such plans, (B) the grant by the Company of stock optionoptions, restricted stock bonus units or other stock stock-based awards under the Amended and Restated 2019 Plan or compensatory plan or arrangementpursuant to inducement grants to new employees, or any similar plan or arrangement, (C) the conversion of a security outstanding on the date hereof described in the Prospectus, Registration Statement or of which the Agent has been advised in writing or (iiD) the issuance issuances of Common Stock or other securities in connection with an acquisitiona transaction that includes a commercial relationship (including joint ventures, merger marketing or sale distribution arrangements, collaboration agreements or purchase of assets described in the Prospectus, intellectual property license agreements) or (iii) the issuance any business combination transaction or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase other acquisition of assets or (vi) equity of another entity provided that the issuance or sale aggregate number of shares of securities issued pursuant to this clause (D) shall not exceed 10% of the exercise total number of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance outstanding shares of Common Shares of the CompanyStock immediately prior to such transaction.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Ordinary Shares, warrants or any rights to purchase or acquire Common acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent 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) (the “Notice Period”); 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 Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the sixtieth (60th) day immediately following 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) the issuance, grant or sale of Common Ordinary Shares, options to purchase Common Ordinary Shares, warrants to purchase Ordinary Shares or Common Ordinary Shares issuable upon the exercise of options or other equity awards warrants, pursuant to any employee or director stock option, warrant or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Ordinary Shares or sale of Common securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly engage 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement without the prior written consent of the Sales Agent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales Agent notice as promptly as reasonably possible at least two (2) days before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly enter into or utilize any other “at-the-market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options, or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice the Agents (as amended by the corresponding Acceptancewhich will not be unreasonably withheld), if applicable(x) given hereunder, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Ordinary Shares, warrants or any rights to purchase or acquire Common acquire, Ordinary Shares during the period beginning on the date on which any Placement Notice is delivered to the Agents 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 (y) 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 Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice shall restrictions will not be required apply in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Ordinary Shares, options to purchase Common Shares Ordinary Shares, or Common other equity awards, or Ordinary Shares issuable upon the exercise of options or the conversion, exchange or settlement of other equity awards awards, pursuant to any stock option, or equity compensation plan, benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectus, hereafter implemented; (ii) the issuance Ordinary Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agents, (iii) Ordinary Shares, or securities convertible into or exercisable for Ordinary Shares, 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 Ordinary Shares hereby and (iv) Ordinary Shares in connection with an any acquisition, merger or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership strategic investment or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companysimilar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. During the pendency of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderWithout prior written notice to Aegis, the Company shall provide Xxxxx Fargo 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 Common ADSs or Ordinary Shares (other than the Placement Securities ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common ADSs, Ordinary ADSs, warrants or any rights to purchase or acquire, ADSs or Ordinary Shares during the period beginning on the second (2nd) Trading Day immediately prior to the date on which any Placement Notice is delivered to Aegis hereunder and ending on the second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” offering sell, contract to sell, grant any option to sell or otherwise dispose of any ADSs or Ordinary Shares (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable for ADSs, Ordinary Shares, warrants or any rights to purchase or acquire Common Sharesacquire, ADSs or Ordinary Shares prior to the thirtieth (30th) day immediately following 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) the issuanceADSs, grant or sale of Common Ordinary Shares, options to purchase Common ADSs or Ordinary Shares or Common other equity awards or ADSs or Ordinary Shares issuable upon the exercise of options, pursuant to any equity compensation plan, employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not ADSs or Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) ADSs or Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other equity awards pursuant rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to any stock optionAegis, stock bonus and (iii) ADSs or other stock Ordinary Shares or compensatory plan securities convertible into or arrangementexchangeable or exercisable for Ordinary Shares as consideration for mergers, or any similar plan or arrangementacquisitions, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described or other business combinations, licensing agreements or strategic relationships, or offered and sold in one or more privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of ADSs hereby. Notwithstanding anything to the contrary in the Prospectusforegoing, the Company shall provide Aegis notice at least ten (10) Business Days prior to entry into any private or (iii) the issuance or sale public offerings of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyequity.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice the Agent (as amended by the corresponding Acceptancenot to be unreasonably withheld, if applicable) given hereunderconditioned or delayed), the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent 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); 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 later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards options, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Common Stock or sale securities convertible into or exchangeable for shares of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect Stock as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent 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); 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 ADS (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following 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) the issuanceOrdinary Shares, grant or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards options, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Ordinary Shares, ADSs or sale of Common securities convertible into or exchangeable for Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to ADSs as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for two (as amended by 2) Trading Days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide XX Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any equity incentive plan, stock option, stock bonus or other stock or compensatory plan or arrangementarrangement 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 any similar plan or arrangement, described in the Prospectusvesting thereof), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectusassets, or (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently that the Company may adopt from time to time provided the implementation of such is disclosed to XX Xxxxx 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 in effect or established subsequent to the date hereof and outstanding as disclosed in a report filed pursuant to filings by the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 Company available on XXXXX, or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares Stock, securities convertible into or exercisable for Common Stock or other 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 offering of 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 XX Xxxxx, to file a registration statement with the Commission.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the third (3rd) Trading Day immediately prior to 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 sixtieth (60th) day immediately following 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) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise or vesting of options options, restricted stock awards, restricted stock units or other equity awards settled in Common Stock issued pursuant to any stock optionemployee or director equity compensation plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Common Stock or sale securities convertible into or exchangeable for shares of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect Stock as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderMLV, the Company shall provide Xxxxx Fargo 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 Common Shares shares of stock of the Company (other than Placement Securities (a) the Shares offered pursuant to the provisions of this AgreementAgreement and (b) the shares of common stock offered pursuant to the provisions of the At Market Sales Agreement (Common Stock) dated as of even date herewith, by and between the Company and MLV) or securities convertible into or exchangeable for Common Sharesstock, warrants or any rights to purchase or acquire acquire, Preferred Stock of the Company during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV 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 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 shares of stock of the Company (other than (a) the Shares offered pursuant to the provisions of this Agreement and (b) the shares of common stock offered pursuant to the provisions of the At Market Sales Agreement (Common SharesStock) dated as of even date herewith, by and between the Company and MLV) or securities convertible into or exchangeable for stock, warrants or any rights to purchase or acquire, Preferred Stock of the Company prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock or other awards relating to Common Stock or Common Shares Stock issuable upon the exercise of options or pursuant to such other equity awards awards, pursuant to any employee or director stock option, incentive or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangementdividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, or any similar plan or arrangement, described in the Prospectus, and (ii) the issuance Common Stock issuable upon conversion of securities in connection with an acquisitionor the exercise of warrants, merger options or sale or purchase of assets described in the Prospectus, or (iii) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently other rights in effect or established subsequent to the date hereof outstanding, and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus filings by the current holders of partnership Company available on EXXXX or other interests otherwise in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companywriting to MLV.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales Agent notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement without the Sales Agent’s prior written consent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgents, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs 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 Ordinary Shares or ADSs (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following 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) the issuance, grant Ordinary Shares or sale of Common SharesADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards options, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or any similar ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in writing to the ProspectusAgents, or (iii) the issuance Ordinary Shares or sale ADSs or securities convertible into or exchangeable for shares of Common Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to ADSs as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date hereof of this Agreement which are not issued for capital raising purposes and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion Ordinary Shares or ADSs or securities convertible into or exchangeable for shares of any of the Company’s Preferred Ordinary Shares outstanding or ADSs as of consideration for research, collaboration, technology license, development, marketing or other similar agreements or strategic partnerships occurring after the date hereof or Preferred Shares of this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (as amended by 5) Trading Days following the corresponding Acceptance, if applicable) termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo the 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire Common SharesStock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any equity incentive plan, stock option, stock bonus or other stock or compensatory plan or arrangementarrangement 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 any similar plan or arrangement, described in the Prospectusvesting thereof), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectusassets, or (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment and/or share purchase plan currently 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 in effect or established subsequent to the date hereof and outstanding as disclosed in a report filed pursuant to filings by the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 Company available on EXXXX, or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares Stock, securities convertible into or exercisable for Common Stock or other 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 offering of 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 registration statement with the Commission.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales Agent notice as promptly as reasonably possible at least two (2) days before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly enter into or utilize any other “at-the-market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly engage in any other “at-the-market” transaction to dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock, specifically relating to the registered “at-the-market” transaction, prior to the termination of this Agreement without the prior written consent of the Sales Agent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards issued to employees, officers, directors, consultants or service providers, pursuant to any stock optionoption or benefits plan, stock bonus ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described in agreement duly authorized by the ProspectusCompany’s Board of Directors, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectusor other business combinations or research, collaboration, technology license, development, marketing or (iii) the issuance other similar agreements or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect strategic partnerships or established subsequent to alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Other than in connection with the pendency Japanese Offering, without the prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderMLV, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV 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); 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 shares of 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) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other equity awards pursuant rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to any stock option, stock bonus or other stock or compensatory plan or arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, or MLV and (iii) the issuance Common Stock, or sale of securities convertible into or exercisable for Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof Stock, offered and disclosed sold in a report filed pursuant privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are “accredited investors” within the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 meaning of such formterm under paragraph (a)(1), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such forma)(2), (va)(3), (a)(7) a non-material acquisition, merger or purchase of assets or (via)(8) of Rule 501 under the issuance or sale pursuant Securities Act and otherwise conducted in a manner so as not to be integrated with the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance offering of Common Shares of the CompanyStock hereby.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common Sharesstock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly engage 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 shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement without the prior written consent of the Sales Agent; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 one or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companymore transactions.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo 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 Shares Stock (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, or warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) 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 shares of Common Stock (other than (A) the Placement Shares offered pursuant to this Agreement or (B) shares of Common Stock offered under the Aspire ELOC, provided that with respect to such shares of Common Stock referred to in this clause (B), the Company shall provide the Sales Agent notice as promptly as reasonably possible before it effects each sale of shares of Common Stock under the Aspire ELOC within the period referred to in clause (I) above in this Section 7(i)) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale shares of Common SharesStock, options to purchase shares of Common Shares Stock, other equity awards or shares of Common Shares Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

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 Xxxxx Fargo 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 Common Shares (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to the any stock option, stock bonus or other stock or compensatory plan or arrangement, arrangement then in effect or any similar plan or arrangement, described which the Company may from time to time adopt provided the implementation of such is disclosed to CF&Co in the Prospectusadvance, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in 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 (iiiiv) the issuance or sale of Common Shares pursuant to any dividend reinvestment and/or share plan or direct stock purchase plan currently that the Company may adopt from time to time provided the implementation of such is disclosed to CF&Co in effect or established subsequent advance. Notwithstanding the foregoing in this Section 7(j), during the pendency of any Placement Notice hereunder, the Company shall not be permitted to the date hereof and disclosed in a report filed (x) sell any Common Shares pursuant to the Exchange Act ML&Co Sales Agreement, and (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of y) issue any “Placement Notices” under the ML&Co Sales Agreement, as such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyterm is defined therein.

Notice of Other Sales. During the pendency of any Placement Notice The Company (as amended by the corresponding Acceptance, if applicableI) given hereunder, the Company shall provide Xxxxx Fargo the Sales Agent notice as promptly as reasonably possible at least two (2) Trading Days before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any Common Shares (other than Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, or warrants or any rights to purchase or acquire Common Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly enter into or utilize 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 Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire acquire, Common SharesShares prior to the termination of this Agreement; provided, however, that such notice shall requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Shares, options to purchase Common Shares Shares, other equity awards or Common Shares issuable upon the exercise of options or other equity awards awards, pursuant to any stock optionemployee or director share option or benefits plan, stock bonus or other stock or compensatory share ownership plan or arrangement, dividend reinvestment plan of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Shares issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, sale or purchase of assets described in the Prospectus, or (iii) the issuance other business combinations or sale of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgent, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to 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 sixtieth (60th) day immediately following 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) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise or vesting of options options, restricted stock awards, restricted stock units or other equity awards settled in Common Stock issued pursuant to any stock optionemployee or director incentive compensation plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectushereafter implemented, (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the Prospectus, or Agent and (iii) the issuance Common Stock or sale securities convertible into or exchangeable for shares of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect Stock as consideration for mergers, acquisitions, other business combinations or established subsequent to strategic alliances occurring after the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares this Agreement which are not issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyfor capital raising purposes.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice (as amended by the corresponding Acceptance, if applicable) given hereunderAgents, the Company shall provide Xxxxx Fargo 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 Common Ordinary Shares or ADSs (other than the Placement Securities ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common Sharesacquire, Ordinary Shares or ADSs 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 ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs 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 Ordinary Shares or ADSs (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following 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) the issuanceOrdinary Shares or ADSs, grant warrants or sale of Common Shares, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards warrants, pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented or pursuant to any similar plan or arrangement, described inducement award in the Prospectusaccordance with Exchange rules, (ii) the issuance Ordinary Shares or ADSs issuable upon conversion or redemption of securities or the exercise or redemption of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on EXXXX or sale or purchase of assets described otherwise in writing to the ProspectusAgents, or (iii) the issuance Ordinary Shares or sale ADSs or securities convertible into or exchangeable or redeemable for shares of Common Ordinary Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to ADSs as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations, licensing arrangements or strategic alliances occurring after the date hereof of this Agreement which are not issued for capital raising purposes, and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) for the issuance upon conversion avoidance of doubt, non-public discussions or negotiations with respect to any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Companyforegoing.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice each Agent, except for resale, from time to time, of shares of Company Common Stock by Lincoln Park Capital Fund LLC (as amended by “LPC”) pursuant to a Purchase Agreement entered into between LPC and the corresponding AcceptanceCompany effective February 17, if applicable) given hereunder2020, the Company shall provide Xxxxx Fargo 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 Common Shares Stock (other than the Placement Securities Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire acquire, Common SharesStock during the period beginning on the date on which any Placement Notice is delivered to an Agent hereunder and ending on the 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 Company’s issuance or sale of (i) the issuance, grant or sale of Common SharesStock, options to purchase Common Shares Stock, other equity awards or Common Shares Stock issuable upon the exercise of options or other equity awards securities, pursuant to any employee or director stock optionincentive or benefits plan, stock bonus or other stock or compensatory ownership plan or arrangement, dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or any similar plan or arrangement, described in the Prospectus, hereafter implemented; (ii) the issuance Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in connection with an acquisitioneffect or outstanding, merger and disclosed in filings by the Company available on XXXXX or sale or purchase of assets described otherwise in the Prospectuswriting to each Agent, or and/or (iii) 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 issuance or sale offering of Common Shares pursuant to any dividend reinvestment and/or share purchase plan currently in effect or established subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (iv) the issuance upon conversion of any of the Company’s Preferred Shares outstanding as of the date hereof or Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the CompanyStock hereby.