Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx BTIG (provided, however, that the failure of Xxxxxxx Xxxxx BTIG to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within BTIG a reasonable period of time before the filing and Xxxxxxx Xxxxx BTIG has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxxxx Xxxxx BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Shares pursuant to this Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder); (iv) the Company will furnish to Xxxxxxx Xxxxx BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xx Xxxxx (provided, however, that the failure of Xxxxxxx Xx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xx Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xx Xxxxx shall have with respect to the failure to by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx HCW promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceany Incorporated Documents or amendments not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information; information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x HCW’s reasonable opinionopinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx HCW (provided, however, that the failure of Xxxxxxx Xxxxx HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x HCW’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx HCW within a reasonable period of time before the filing and Xxxxxxx Xxxxx HCW has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xx Xxxxx (provided, however, that the failure of Xxxxxxx Xx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xx Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xx Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement; and provided, further, that the only remedy Xxxxx shall have with respect to the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Univest under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx Univest promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Univest’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Univest’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Univest (provided, however, that the failure of Xxxxxxx Xxxxx Univest to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Univest’s right to rely on the representations and warranties made by the Company in this Agreement); , (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities reference therein) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time Univest before the filing and Xxxxxxx Xxxxx Univest has not reasonably and in good faith objected thereto within two (2) Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx Univest to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Univest’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Univest any advance copy of such filing or to provide Univest an opportunity to object to such filing if such filing does not name Univest or does not relate to the transactions contemplated by this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Univest at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) or, in the case of any document to be incorporated therein by reference, to be filed with the Securities Commission as required pursuant to the Exchange Act), within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus (insofar as it relates to the transactions contemplated hereby) or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time two days before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto within the two day period (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if such filing does not name Xxxxx or does not relate to the transactions contemplated hereunder; provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Westpark under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx Westpark promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Westpark’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Westpark’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Westpark (provided, however, that the failure of Xxxxxxx Xxxxx Westpark to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Westpark’s right to rely on the representations and warranties made by the Company in this Agreement); , (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities reference therein) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time Westpark before the filing and Xxxxxxx Xxxxx Westpark has not reasonably and in good faith objected thereto within two (2) Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx Westpark to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Westpark’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Westpark any advance copy of such filing or to provide Westpark an opportunity to object to such filing if such filing does not name Westpark or does not relate to the transactions contemplated by this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Westpark at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) or, in the case of any document to be incorporated therein by reference, to be filed with the Securities Commission as required pursuant to the Exchange Act), within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx, does not relate to the transaction contemplated hereby or is being filed in connection with a separate offering pursuant to the same Registration Statement and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx HCW promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceany Incorporated Documents or amendments not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information; information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x HCW’s reasonable opinionopinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx HCW (provided, however, that the failure of Xxxxxxx Xxxxx HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x HCW’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx HCW within a reasonable period of time before the filing and Xxxxxxx Xxxxx HCW has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and, provided, further, that the only remedy Xxxxx shall have with respect to the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and , (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cowen (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cowen within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cowen has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection to comply with applicable law, including the distribution of the Placement Securities by Xxxxxxx Xxxxx Act (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Barclays under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify Xxxxxxx Xxxxx Barclays promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Barclays’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Barclays’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Barclays (provided, however, that the failure of Xxxxxxx Xxxxx Barclays to make such request shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxxxx Xxxxx’x Barclays’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Barclays within a reasonable period of time before the filing and Xxxxxxx Xxxxx Barclays has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Barclays to make such objection shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxxxx Xxxxx’x Barclays’ right to rely on the representations and warranties made by the Company in this Agreement) ), and the Company will furnish to Xxxxxxx Xxxxx Barclays at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information; information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b)(8424(b) of relating to the Securities Act)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection to comply with applicable law, including the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement)Act; (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement; and provided, further, that the only remedy Xxxxx shall have with respect to the failure to make such filing (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement if filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto in writing within two business days (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction contemplated by this Agreement, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x right under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cowen (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cowen within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cowen has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act; and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. The Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares within two (2) Trading Days of the initial sale of any Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), Act or similar rule): (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance Act. Xxxxx will be deemed not to have objected to any amendment or supplement to the Registration Statement if it has not furnished comments or objections by 5:00 p.m. New York time on Rule 424(b)(8) of the Securities Actbusiness day following the date on which the Company provided a copy pursuant to this Section 7(a).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that (x) the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and (y) the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy, to make such filings, or to obtain such consent (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement)) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement (in so far as it relates to the Placement Shares or the transactions contemplated hereby) or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection to comply with applicable law, including the distribution of the Placement Securities by Xxxxxxx Xxxxx Act (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (as defined below) (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such advance copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this or any Terms Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a) based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Jefferies under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx Jefferies promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Jefferies’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Jefferies’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Jefferies (provided, however, that the failure of Xxxxxxx Xxxxx Jefferies to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Jefferies’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Jefferies within a reasonable period of time before the filing and Xxxxxxx Xxxxx Jefferies has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Jefferies to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Jefferies’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Jefferies at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); , (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and , (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Xxxxxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Xxxxxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Xxxxxxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Xxxxxxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Xxxxxxxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Xxxxxxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xxxxxxxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Xxxxxxxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Xxxxxxxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Xxxxxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Wunderlich’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xxxxxxxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Xxxxxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Jxxxxx under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx Jxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Jxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Jxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Jxxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Jxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Jxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Jxxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Jxxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Jxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Jxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Jxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x BTIG’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx BTIG (provided, however, that the failure of Xxxxxxx Xxxxx BTIG to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating specifically to the Placement Securities or a security convertible into the Placement Securities (which shall not include amendments or supplements relating generally to Common Stock or securities convertible into Common Stock) unless a copy thereof has been submitted to Xxxxxxx Xxxxx BTIG within a reasonable period of time before the filing and Xxxxxxx Xxxxx BTIG has not promptly and reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cowen (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, provided, further, that the only remedy Cowen shall have with respect to the failure by the Company to make such a filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); , (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cowen within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cowen has not reasonably objected thereto within two (2) Business Days (provided, however, that (A) the failure of Xxxxxxx Xxxxx Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein provided, and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such advance copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and , (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file the ATM Prospectus pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Bxxxx under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx Bxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Bxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Bxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Bxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Bxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Bxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Bxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Bxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Bxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Bxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Bxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by BofA Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify BofA Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying BofA Xxxxxxx Xxxxx, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commissionat any time during which a Placement Notice is pending, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities Common Stock unless a copy thereof has been submitted to BofA Xxxxxxx Xxxxx within a reasonable period of time before the filing and BofA Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to BofA Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (i) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (ii) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein, and (iii) the only remedy that Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) during the term of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Rxxxxxx Jxxxx under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx Rxxxxxx Jxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Rxxxxxx Jxxxx’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Rxxxxxx Jxxxx’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Rxxxxxx Jxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Rxxxxxx Jxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Rxxxxxx Jxxxx’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Rxxxxxx Jxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Rxxxxxx Jxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Rxxxxxx Jxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Rxxxxxx Jxxxx’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Rxxxxxx Jxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx BP under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx BP promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities reference therein) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time BP before the filing and Xxxxxxx Xxxxx BP has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Xxxxxxx Xxxxx BP to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BP’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide BP any advance copy of such filing or to provide BP an opportunity to object to such filing if such filing does not name BP or does not relate to the transactions contemplated by this Agreement, and (C) the only remedy BP shall have with respect to the failure by the Company to provide BP with such copy or the filing of such amendment or supplement despite BP’s objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx BP at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus (insofar as it relates to the transactions contemplated hereby) or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time two business days before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto within such two business day period (provided, however, (A) that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if such filing does not name Xxxxx or does not relate to the transactions contemplated hereunder; provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx BTIG (provided, however, that the failure of Xxxxxxx Xxxxx BTIG to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within BTIG a reasonable period of time before the filing and Xxxxxxx Xxxxx BTIG has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxxxx Xxxxx BTIG to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to Xxxxxxx Xxxxx BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a) based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company) and (v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x requestreasonable request based upon advice of counsel, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement), provided, further, that the only remedy Xxxxx shall have with respect to the failure to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed; (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (B) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the ADS Registration Statement or the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the ADS Registration Statement, the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement); (iii) the Company will not file any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the ADS Registration Statement, the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x MLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx MLV (provided, however, that the failure of Xxxxxxx Xxxxx MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx MLV within a reasonable period of time before the filing and Xxxxxxx Xxxxx MLV has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide MLV any advance copy of such filing or to provide MLV an opportunity to object to such filing if the filing does not name MLV or does not relate to the transaction herein provided; provided, further, that the only remedy MLV shall have with respect to the failure by the Company to provide MLV with such copy shall be to cease making sales under this Agreement) ; and the Company will furnish to Xxxxxxx Xxxxx MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act; and (without reliance on v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 424(b)(8) of 415 under the Securities Act), due to the Company no longer qualifying as a “well known seasoned issuer” pursuant to Rule 405 and Form S-3, or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file the ATM Prospectus pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx Stifel under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx Stifel promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Stifel’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Stifel’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx Stifel (provided, however, that the failure of Xxxxxxx Xxxxx Stifel to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Stifel’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx Stifel within a reasonable period of time before the filing and Xxxxxxx Xxxxx Stifel has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Stifel to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Stifel’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Stifel at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cowen (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cowen within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cowen has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) during the term of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cowen (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cowen within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cowen has not reasonably objected in writing thereto (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within five (5) Trading Days (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify Xxxxxxx Xx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xx Xxxxx (provided, however, that the failure of Xxxxxxx Xx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xx Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xx Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the initial date of this execution of the Original Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in each case, insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final ATM Prospectus pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct (“Rule 172”)), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Merrill Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectuses has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectuses or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus Prospectuses that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or ProspectusProspectuses, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or ProspectusProspectuses, except for those documents available via XXXXX; and (iv) the Company will cause (i) each amendment or supplement to the U.S. Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and (without reliance on Rule 424(b)(8ii) each amendment or supplement to the Canadian Prospectuses to be filed with the Canadian Qualifying Authorities as required pursuant to Canadian Shelf Procedures or, in the case of any document to be incorporated therein by reference, to be filed with the Canadian Qualifying Authorities as required pursuant to the Canadian Securities Laws, within the time period prescribed, and (v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided further, that the only remedy Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxxxx Xxxxx RBC under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx RBC promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x RBC’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x RBC’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx RBC (provided, however, that the failure of Xxxxxxx Xxxxx RBC to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x RBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxxxx Xxxxx RBC within a reasonable period of time before the filing and Xxxxxxx Xxxxx RBC has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx RBC to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x RBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx RBC at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, and provided further, however, that the Company shall not be required to provide Xxxxx with any copy of any such document in advance if the filing does not name Xxxxx, does not relate to the transactions contemplated by this Agreement or is being filed in connection with a separate offering pursuant to the same Registration Statement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (as defined below) (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transactions contemplated by this Agreement and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such advance copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a) based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company except with respect to those amendments or supplements requested by Xxxxx pursuant to subclause (ii) above), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 424(b)(8) of 415 under the Securities Act), due to the Company no longer qualifying as a “well-known seasoned issuer” pursuant to Rule 405 and Form S-3, or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments or supplements that do not name Xxxxx and do not relate to, or which would not reasonably be expected to have a material impact on, the transactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information other than amendments, supplements or requests that do not relate to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement; (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided; and (C) that the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two business days (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided; provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act , or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of any Placement Shares, the Company shall file a final prospectus pursuant to Rule 424(b)(8424(b) of relating to the Securities Act)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement becomes effective and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two business days (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act , or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities ADSs is required to be delivered by Xxxxxxx Xxxxx BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities ADSs by Xxxxxxx Xxxxx BTIG (provided, however, that the failure of Xxxxxxx Xxxxx BTIG to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into ADSs (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within BTIG a reasonable period of time before the filing and Xxxxxxx Xxxxx BTIG has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxxxx Xxxxx BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of ADSs pursuant to this Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder); (iv) the Company will furnish to Xxxxxxx Xxxxx BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cantor under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to US-DOCS\103004889.3 Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cantor promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Cantor’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Cantor’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cantor (provided, however, that the failure of Xxxxxxx Xxxxx Cantor to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cantor’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cantor within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cantor has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Cantor to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cantor’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cantor at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, US-DOCS\111349286.7 in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that (i) the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (ii) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein, and (iii) the only remedy that Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) during the term of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as such request relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx XX Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx XX Xxxxx (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement; provided, further, that the only remedy XX Xxxxx shall have with respect to the failure by the Company to comply with XX Xxxxx’x request (other than XX Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx XX Xxxxx within a reasonable period of time before the filing and Xxxxxxx XX Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Xxxxxxx XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide XX Xxxxx any advance copy of such filing or to provide XX Xxxxx an opportunity to object to such filing if the filing does not name XX Xxxxx or does not relate to the transaction herein provided and (C) the only remedy XX Xxxxx shall have with respect to the failure by the Company to provide XX Xxxxx with such copy or the filing of such amendment or supplement despite XX Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time two business days before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto within the two business day period (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if such filing does not name Xxxxx or does not relate to the transactions contemplated hereunder; provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx BTIG (provided, however, that the failure of Xxxxxxx Xxxxx BTIG to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to Xxxxxxx Xxxxx within BTIG a reasonable period of time before the filing and Xxxxxxx Xxxxx BTIG has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxxxx Xxxxx BTIG to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect Xxxxxxx Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to Xxxxxxx Xxxxx BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable to comply with law in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided further, that the only remedy Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of such amendment or supplement to the Registration Statement or Prospectus or any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (as defined below) (provided, however, that (A) the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such advance copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a) based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cowen (provided, however, that (x) the failure of Xxxxxxx Xxxxx Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and (y) the only remedy Cowen shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cowen within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cowen has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxxxx Xxxxx Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy, to make such filings, or to obtain such consent (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement)) and the Company will furnish to Xxxxxxx Xxxxx Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act; and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx XX Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx XX Xxxxx (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx XX Xxxxx within a reasonable period of time before the filing and Xxxxxxx XX Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection to comply with applicable law, including the distribution of the Placement Securities by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement)Act; (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cowen (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cowen within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cowen has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file an ATM Prospectus pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx XX Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx XX Xxxxx (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that, without limiting its rights under Section 9(a), the only remedy XX Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx XX Xxxxx within a reasonable period of time before the filing and Xxxxxxx XX Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that, without limiting its rights under Section 9(a), the only remedy XX Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed) and the Company will furnish to Xxxxxxx XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the ProspectusProspectus relating to the Placement Shares, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Evercore under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Evercore promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Evercore's request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Evercore's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Evercore (provided, however, that the failure of Xxxxxxx Xxxxx Evercore to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Evercore's right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Evercore within a reasonable period of time before the filing and Xxxxxxx Xxxxx Evercore has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Evercore to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Evercore's right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Evercore at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Evercore if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cxxxx (provided, however, that the failure of Xxxxxxx Xxxxx Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the Placement Shares or the transactions contemplated by this Agreement), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx XX Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx XX Xxxxx (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx XX Xxxxx within a reasonable period of time before the filing and Xxxxxxx XX Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure by the Company to obtain such consent (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become ACTIVE/123217397.8 effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx Cowen (provided, however, that the failure of Xxxxxxx Xxxxx Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and, provided, further, that the only remedy Cowen shall have with respect to the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx Cowen within a reasonable period of time before the filing and Xxxxxxx Xxxxx Cowen has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Xxxxxxx Xxxxx Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein provided, and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and , (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company), and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectus, or for any additional informationinformation related to the Prospectus, the Placement Shares or the transactions contemplated hereby; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx Xxxxx (provided, however, that the failure of Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Xxxxx shall have with respect to the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx Xxxxx within a reasonable period of time before the filing and Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Xxxxx shall have with respect to any such failure by the Company as described in this clause (iii) will be to cease making sales under this Agreement) and the Company will furnish to Xxxxxxx Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act; and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxxxx XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxxxx XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx XX Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxxxx XX Xxxxx (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxxxx XX Xxxxx within a reasonable period of time before the filing and Xxxxxxx XX Xxxxx has not reasonably objected thereto (provided, however, that the failure of Xxxxxxx XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxxxx XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.