Common use of Notice to Placement Agent Clause in Contracts

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing, (1) when any post-effective amendment to the Registration Statement becomes effective, but only during the period mentioned in Section 4(b); (2) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information, but only during the period mentioned in Section 4(b); (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, but only during the period mentioned in Section 4(b); (4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Placement Agent promptly of all such filings.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing, : (1) when any post-effective amendment to the Registration Statement becomes effective, but only during the period mentioned in Section 4(b); (2) of any request by the Commission for any amendments amendment to the Registration Statement or Statement, any amendment or supplements supplement to the Prospectus, or any Issuer Free Writing Prospectus or for additional informationinformation relating to or in connection with the sale of the Securities, but only during the period mentioned in Section 4(b); (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Prospectus (or any amendment or supplement to the Prospectus) or any Issuer Free Writing Prospectus, or the initiation of any proceedings proceeding for that purpose any of the foregoing purposes or the any threat thereof, but in each case only during the period mentioned in Section 4(b); (4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement Statement, the Prospectus (or any supplement or amendment to the Prospectus), or any Issuer Free Writing Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, the Prospectus (or any supplement or amendment to the Prospectus), or any Issuer Free Writing Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares Securities for offer and sale in any jurisdiction. If at any time during the period mentioned in Section 4(b) the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus (or any supplement or amendment to the Prospectus) or any Issuer Free Writing Prospectus or suspending any qualification of the Securities in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, 430B or 430C under the Act, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A 430A, 430B or 430C under the Act and to notify the Placement Agent promptly of all such filings.

Notice to Placement Agent. The Company will notify agrees (i) for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, to advise the Placement Agent promptlypromptly after it receives notice thereof, and will, if requested, confirm such notification in writing, (1) of the time when any post-effective amendment to the Registration Statement has been filed or becomes effective, but only during effective or any supplement to the period mentioned in Section 4(b)Prospectus or any amended Prospectus has been filed and to furnish the Placement Agent with copies thereof; (2ii) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 15 or 15(d) of the Exchange Act subsequent to the date of the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; (iii) to advise the Placement Agent, promptly after it receives notices thereof, (x) of any request by the Commission for any amendments to amend the Registration Statement or any amendment to amend or supplements to supplement the Prospectus or for additional informationinformation with respect thereto, but only during the period mentioned in Section 4(b); (3y) of the issuance by the Commission Commission, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference therein or any amendment or supplement thereto or any order preventing or suspending the initiation use of the Prospectus or any amendment or supplement thereto, or (z) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings proceeding for that purpose any such purpose, or the threat thereof, but only during the period mentioned in Section 4(b); (4) of becoming aware of the occurrence of any event during request by the period mentioned in Section 4(b) that in Commission for the judgment amending or supplementing of the Company makes any statement made in the Registration Statement or the Prospectus untrue or for additional information; and, (iv) in any material respect or that requires the making event of the issuance of any changes in stop order or of any order preventing or suspending the Registration Statement or use of the Prospectus in order or suspending any such qualification, promptly to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every use its reasonable effort best efforts to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Placement Agent promptly of all such filingsorder.

Notice to Placement Agent. The Company will notify agrees (i) for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, to advise the Placement Agent promptlypromptly after it receives notice thereof, and will, if requested, confirm such notification in writing, (1) of the time when any post-post effective amendment to the Registration Statement has been filed or becomes effectiveeffective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Placement Agent with copies thereof, but only during (ii) to file promptly all reports and any definitive proxy or information statements required to be filed by the period mentioned Company with the Commission pursuant to Section 13(a), 15 or 15(d) of the Exchange Act subsequent to the date of the Prospectus Supplement and for so long as the delivery of a prospectus is required in Section 4(b)connection with the offering or sale of the Shares; (2iii) to advise the Placement Agent, promptly after it receives notices thereof, (x) of any request by the Commission for any amendments to amend the Registration Statement or any amendment to amend or supplements to supplement the Prospectus or for additional informationinformation with respect thereto, but only during the period mentioned in Section 4(b); (3y) of the issuance by the Commission Commission, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference therein or any amendment or supplement thereto or any order preventing or suspending the initiation use of the Prospectus or any proceedings for that purpose amendment or the threat thereofsupplement thereto, but only during the period mentioned in Section 4(b); or (4z) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and offering or sale in any jurisdiction. If at , or of the institution or threatening of any time proceeding for any such purpose, or of any request by the Commission shall issue any order suspending for the effectiveness amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, (iv) in connection with the offering contemplated herebyevent of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Company will make every promptly to use its reasonable effort best efforts to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Placement Agent promptly of all such filingsorder.

Notice to Placement Agent. The Company will notify agrees (i) for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, to advise the Placement Agent promptlypromptly after it receives notice thereof, and will, if requested, confirm such notification in writing, (1) of the time when any post-post effective amendment to the Registration Statement has been filed or becomes effectiveeffective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Placement Agent with copies thereof, but only during (ii) to file promptly all reports and any definitive proxy or information statements required to be filed by the period mentioned Company with the Commission pursuant to Section 13(a), 15 or 15(d) of the Exchange Act subsequent to the date of the Prospectus Supplement and for so long as the delivery of a prospectus is required in Section 4(b)connection with the offering or sale of the Units; (2iii) to advise the Placement Agent, promptly after it receives notices thereof, (x) of any request by the Commission for any amendments to amend the Registration Statement or any amendment to amend or supplements to supplement the Prospectus or for additional informationinformation with respect thereto, but only during the period mentioned in Section 4(b); (3y) of the issuance by the Commission Commission, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference therein or any amendment or supplement thereto or any order preventing or suspending the initiation use of the Prospectus or any amendment or supplement thereto, or (z) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings proceeding for that purpose any such purpose, or the threat thereof, but only during the period mentioned in Section 4(b); (4) of becoming aware of the occurrence of any event during request by the period mentioned in Section 4(b) that in Commission for the judgment amending or supplementing of the Company makes any statement made in the Registration Statement or the Prospectus untrue or for additional information; and, (iv) in any material respect or that requires the making event of the issuance of any changes in stop order or of any order preventing or suspending the Registration Statement or use of the Prospectus in order or suspending any such qualification, promptly to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every use its reasonable effort best efforts to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Placement Agent promptly of all such filingsorder.