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 Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 Xxxxx Fargo Ascendiant under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify Xxxxx Fargo Ascendiant promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC 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 SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon Xxxxx FargoAscendiant’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoAscendiant’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo Ascendiant (provided, however, that the failure of Xxxxx Fargo Ascendiant to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoAscendiant’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Ascendiant will have respecting 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, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxx Fargo Ascendiant within a reasonable period of time before the filing and Xxxxx Fargo Ascendiant has not reasonably objected thereto within two (2 Business Days (provided, however, that the failure of Xxxxx Fargo Ascendiant to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoAscendiant’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Ascendiant will have respecting the failure by the Company to provide Ascendiant with such copy will be to cease making sales under this Agreement) and the Company will furnish to Xxxxx Fargo Ascendiant 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 SEC 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 SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, will 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 Xxxxx Fargo the Placement Agent 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 Xxxxx Fargo the Placement Agent 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 Xxxxx Fargothe Placement Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargothe Placement Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo the Placement Agent (provided, however, that the failure of Xxxxx Fargo the Placement Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargothe Placement Agent’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 Xxxxx Fargo the Placement Agent within a reasonable period of time before the filing and Xxxxx Fargo the Placement Agent has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo the Placement Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargothe Placement Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo the Placement Agent 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 Xxxxx Fargo BRFBR 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 Xxxxx Fargo BRFBR 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 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 related to any Placement or for additional information; information related to any Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx FargoBRFBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoBRFBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo BRFBR (provided, however, that the failure of Xxxxx Fargo BRFBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoBRFBR’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy BRFBR 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 Xxxxx Fargo BRFBR within a reasonable period of time before the filing and Xxxxx Fargo BRFBR has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxx Fargo BRFBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoBRFBR’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide BRFBR any advance copy of such filing or to provide BRFBR an opportunity to object to such filing if such filing does not name BRFBR or does not relate to the transactions contemplated hereunder; provided, further, that the only remedy BRFBR 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 Xxxxx Fargo BRFBR 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 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 Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Securities (provided, however, that the failure of Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Fargo Securities’ 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 Xxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Fargo Securities has not promptly and reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo Securities 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 Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 Fargo 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 Xxxxx Fargo SVB Leerink 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 Xxxxx Fargo SVB Leerink 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 Xxxxx FargoSVB Leerink’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoSVB Leerink’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo SVB Leerink (provided, however, that the failure of Xxxxx Fargo SVB Leerink to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoSVB Leerink’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 Xxxxx Fargo SVB Leerink within a reasonable period of time before the filing and Xxxxx Fargo SVB Leerink has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo SVB Leerink to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo SVB Leerink 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 SVB Leerink 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 prospectus relating to any Placement Securities Shares is required to be delivered by B. Xxxxx Fargo Securities 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 B. Xxxxx Fargo Securities 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 B. Xxxxx Fargo’s Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargoupon the advice of the Company’s reasonable opinionlegal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by B. Xxxxx Securities by Xxxxx Fargo (provided, however, that the failure of B. Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect B. Xxxxx Fargo’s Securities’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy B. Xxxxx Securities 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 (other than an Incorporated Document) unless a copy thereof has been submitted to B. Xxxxx Fargo Securities within a reasonable period of time before the filing and B. Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that (A) the failure of B. Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect B. Xxxxx Fargo’s Securities’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide B. Xxxxx Securities any advance copy of such filing or to provide B. Xxxxx Securities an opportunity to object to such filing if the filing does not name B. Xxxxx Securities or does not relate to the transaction herein provided; and provided, further, that the only remedy B. Xxxxx Securities 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 B. Xxxxx Fargo Securities 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 under 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 Xxxxx Fargo BRFBR 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 Xxxxx Fargo BRFBR 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 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 related to any Placement or for additional information; information related to any Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx FargoBRFBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoBRFBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo BRFBR (provided, however, that the failure of Xxxxx Fargo BRFBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoBRFBR’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy BRFBR 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 Xxxxx Fargo BRFBR within a reasonable period of time before the filing and Xxxxx Fargo BRFBR has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxx Fargo BRFBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoBRFBR’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide BRFBR any advance copy of such filing or to provide BRFBR an opportunity to object to such filing if such filing does not name BRFBR or does not relate to the transactions contemplated hereunder; provided, further, that the only remedy BRFBR 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 Xxxxx Fargo BRFBR 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 Xxxxx Fargo under the UBS Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxx Fargo UBS Securities 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 Xxxxx Fargo’s UBS Securities' request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s UBS Securities' reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo UBS Securities (provided, however, that the failure of Xxxxx Fargo UBS Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s UBS Securities' 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 the Placement Securities unless a copy thereof has been submitted to Xxxxx Fargo UBS Securities within a reasonable period of time before the filing and Xxxxx Fargo UBS Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo UBS Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s UBS Securities' right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 (without reliance on Rule 424(b)(8) 497 of the Securities Act). The Company will also promptly effect the necessary post-effective amendment and the filings required pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.

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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Securities (provided, however, that the failure of Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxx Fargo’s Fargo Securities’ 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 Xxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxx Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) ), and the Company will furnish to Xxxxx Fargo Securities 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 is required to be delivered by Xxxxx Fargo Citigroup 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 Xxxxx Fargo Citigroup 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 Xxxxx FargoCitigroup’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoCitigroup’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Citigroup (provided, however, that the failure of Xxxxx Fargo Citigroup to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoCitigroup’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 Xxxxx Fargo Citigroup within a reasonable period of time before the filing and Xxxxx Fargo Citigroup has not promptly and reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Citigroup to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoCitigroup’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo Citigroup 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 Xxxxx Fargo JonesTrading 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 Xxxxx Fargo JonesTrading 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; 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 JonesTrading, 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 Commission, promptly upon Xxxxx FargoJonesTrading’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoJonesTrading’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo JonesTrading (provided, however, that the failure of Xxxxx Fargo JonesTrading to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoJonesTrading’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 Xxxxx Fargo JonesTrading within a reasonable period of time before the filing and Xxxxx Fargo JonesTrading has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo JonesTrading to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoJonesTrading’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo JonesTrading 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 is required to be delivered by Xxxxx Fargo Citigroup 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 Xxxxx Fargo Citigroup 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 Xxxxx FargoCitigroup’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoCitigroup’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Citigroup (provided, however, that the failure of Xxxxx Fargo Citigroup to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoCitigroup’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 Xxxxx Fargo Citigroup within a reasonable period of time before the filing and Xxxxx Fargo Citigroup has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Citigroup to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoCitigroup’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo Citigroup 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 Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s Barclays’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Barclays’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Barclays (provided, however, that the failure of Xxxxx Fargo Barclays to make such request shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxx Fargo’s 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 Xxxxx Fargo Barclays within a reasonable period of time before the filing and Xxxxx Fargo Barclays has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Barclays to make such objection shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxx Fargo’s Barclays’ right to rely on the representations and warranties made by the Company in this Agreement) ), and the Company will furnish to Xxxxx Fargo 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 is required to be delivered by Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Securities (provided, however, that the failure of Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxx Fargo’s Fargo Securities’ 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 Xxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxx Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) ), and the Company will furnish to Xxxxx Fargo Securities 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 the Prospectus and 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 is required to be delivered by Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s Barclays’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Barclays’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Barclays (provided, however, that the failure of Xxxxx Fargo Barclays to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s 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 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 Xxxxx Fargo Barclays within a reasonable period of time before the filing and Xxxxx Fargo Barclays has not promptly and reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Barclays to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Barclays’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 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 Xxxxx Fargo 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 promptly notify Xxxxx Fargo promptly the Manager of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference therein, 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 Xxxxx Fargothe Manager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoManager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo the Managers (provided, however, that the failure of Xxxxx Fargo the Managers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargothe Manager’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 referencereference to the Registration Statement, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxx Fargo the Manager within a reasonable period of time before the filing and Xxxxx Fargo the Manager has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargothe Manager’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 Xxxxx Fargo the Manager 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 referencereference to the Registration Statement, 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 Xxxxx Fargo Ascendiant under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify Xxxxx Fargo Ascendiant promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC 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 SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon Xxxxx FargoAscendiant’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoAscendiant’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo Ascendiant (provided, however, that the failure of Xxxxx Fargo Ascendiant to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoAscendiant’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Ascendiant will have respecting 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, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxx Fargo Ascendiant within a reasonable period of time before the filing and Xxxxx Fargo Ascendiant has not reasonably objected thereto within two (2) Business Days (provided, however, that the failure of Xxxxx Fargo Ascendiant to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoAscendiant’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Ascendiant will have respecting the failure by the Company to provide Ascendiant with such copy will be to cease making sales under this Agreement) and the Company will furnish to Xxxxx Fargo Ascendiant 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 SEC 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 SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, will 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 Xxxxx Wxxxx Fargo 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 Xxxxx Wxxxx Fargo Securities 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 Xxxxx Fargo’s Wxxxx Fargo Securities' request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Wxxxx Fargo Securities' reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Wxxxx Fargo Securities (provided, however, that the failure of Xxxxx Wxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Wxxxx Fargo Securities' 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 the Placement Securities unless a copy thereof has been submitted to Xxxxx Wxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Wxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Wxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Wxxxx Fargo Securities' right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 (without reliance on Rule 424(b)(8) 497 of the Securities Act). The Company will also promptly effect the necessary post-effective amendment and the filings required pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.

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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Securities (provided, however, that the failure of Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Fargo Securities’ 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 Xxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Fargo Securities’ 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Northland 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 Xxxxx Fargo Northland promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents 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 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 Xxxxx FargoNorthland’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargoupon the advice of Company’s reasonable opinionlegal counsel , may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo Northland (provided, however, that the failure of Xxxxx Fargo Northland to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoNorthland’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Northland shall have with respect to the failure to make such filing shall be to cease making offers and sales of Placement Shares 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 (other than an Incorporated Document) unless a copy thereof has been submitted to Xxxxx Fargo Northland within a reasonable period of time before the filing and Xxxxx Fargo Northland has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxx Fargo Northland to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoNorthland’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 Northland any advance copy of such filing or to provide Northland an opportunity to object to such filing if the filing does not name Northland or does not relate to the transaction herein provided, and provided that the only remedy Northland shall have with respect to the failure by the Company to provide Northland with such copy or the filing of such amendment or supplement if required hereby despite Northland’s objection shall be to cease making offers and sales of Placement Shares under this Agreement) and the Company will furnish to Xxxxx Fargo Northland 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 Xxxxx Fargo Guggenheim Securities 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 Xxxxx Fargo Guggenheim Securities 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 Xxxxx Fargo’s Guggenheim Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Guggenheim Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Guggenheim Securities by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo Guggenheim Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Guggenheim Securities’ 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 Xxxxx Fargo Guggenheim Securities within a reasonable period of time before the filing and Xxxxx Fargo Guggenheim Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Guggenheim Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Guggenheim Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo Guggenheim Securities 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 Guggenheim Securities 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 is required to be delivered by Xxxxx Fargo UBS Securities 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 Xxxxx Fargo UBS Securities 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 Xxxxx Fargo’s UBS Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s UBS Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo UBS Securities (provided, however, that the failure of Xxxxx Fargo UBS Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s UBS Securities’ 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 Xxxxx Fargo UBS Securities within a reasonable period of time before the filing and Xxxxx Fargo UBS Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo UBS Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s UBS Securities’ 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 Xxxxx Fargo UBS Securities 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 Xxxxx Fargo Calyon 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 Xxxxx Fargo Calyon 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 Xxxxx FargoCalyon’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoCalyon’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo Calyon (provided, however, that the failure of Xxxxx Fargo Calyon to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoCalyon’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 relating to the Placement Shares (except for 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 Xxxxx Fargo within Calyon a reasonable period of time before the filing and Xxxxx Fargo Calyon has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxx Fargo Calyon to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoCalyon’s right to rely on the representations and warranties made by the Company in this Agreement; (B) if Calyon objects thereto, Calyon may cease making sales of Shares pursuant to this Agreement; and (C) that the Company has no obligation to provide Calyon any advance copy of such filing or to provide Calyon an opportunity to object to such filing if such filing does not name Calyon or does not relate to the transactions contemplated hereunder) and the Company will furnish to Xxxxx Fargo Calyon 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 (without reliance on Rule 424(b)(8) 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 (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 (v) 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 is required to be delivered by Xxxxx Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act172), (i) the Company will notify Xxxxx Fargo 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 Xxxxx Fargo’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo 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 Xxxxx Wxxxx Fargo Securities 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 Xxxxx Wxxxx Fargo Securities 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 Xxxxx Fargo’s Wxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Wxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Wxxxx Fargo Securities (provided, however, that the failure of Xxxxx Wxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxx Fargo’s Wxxxx Fargo Securities’ 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 Xxxxx Wxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Wxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Wxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, hereunder or affect Xxxxx Fargo’s Wxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) ), and the Company will furnish to Xxxxx Wxxxx Fargo Securities 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 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 is required to be delivered by Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo 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 Xxxxx Wxxxx Fargo Securities 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 Xxxxx Wxxxx Fargo Securities 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; 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 Wxxxx Fargo Securities, 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 Commission, promptly upon Xxxxx Fargo’s Wxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Wxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Wxxxx Fargo Securities (provided, however, that the failure of Xxxxx Wxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Wxxxx Fargo Securities’ 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 Xxxxx Wxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Wxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Wxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Wxxxx Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Wxxxx Fargo Securities 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 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 Xxxxx Fargo 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 Xxxxx Fargo Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares 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 Shares or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx Fargo’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Xxxxx’x reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo Cowen (provided, however, that the failure of Xxxxx Fargo Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s 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 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 Xxxxx Fargo Cowen within a reasonable period of time before the filing and Xxxxx Fargo Cowen has not reasonably objected thereto in writing (provided, however, that (A) the failure of Xxxxx Fargo Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s 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 or 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 or such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxx Fargo 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. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a) 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) 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 Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 (without reliance on Rule 424(b)(8) 497 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 Xxxxx Fargo MLV 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 Xxxxx Fargo MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, or any new registration statement relating to the Placement Securities 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 Xxxxx FargoMLV’s request, any amendments or supplements to the Registration Statement or Prospectus or any new registration statement relating to the Placement Securities that, in Xxxxx FargoMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo MLV (provided, however, that the failure of Xxxxx Fargo MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoMLV’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 or any new registration statement relating to the Placement Securities unless a copy thereof has been submitted to Xxxxx Fargo MLV within a reasonable period of time before the filing and Xxxxx Fargo MLV has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoMLV’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 of the Company to obtain such consent shall be to cease making sales under this Agreement and provided further that such requirement shall not apply to filings made pursuant to the Exchange Act that will be incorporated by reference into the Registration Statement or Prospectus) and the Company will furnish to Xxxxx Fargo 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 ProspectusProspectus or any new registration statement relating to the Placement Securities, 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 or prospectus (and any amendments or supplements thereto) that forms a part of any new registration statement relating to the Placement Securities 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 or any new registration statement relating to the Placement Securities 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 Xxxxx Fargo under the UBS Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxx Fargo UBS Securities 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 Xxxxx Fargo’s UBS Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s UBS Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo UBS Securities (provided, however, that the failure of Xxxxx Fargo UBS Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s UBS Securities’ 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 the Placement Securities unless a copy thereof has been submitted to Xxxxx Fargo UBS Securities within a reasonable period of time before the filing and Xxxxx Fargo UBS Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo UBS Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s UBS Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 (without reliance on Rule 424(b)(8) 497 of the Securities Act). The Company will also promptly effect the necessary post-effective amendment and the filings required pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.

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 Xxxxx Fargo 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 promptly notify Xxxxx Fargo promptly the Manager of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference therein, 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 Xxxxx Fargothe Manager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargothe Manager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo the Managers (provided, however, that the failure of Xxxxx Fargo the Managers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargothe Manager’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 referencereference into the Registration Statement, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxx Fargo the Manager within a reasonable period of time before the filing and Xxxxx Fargo the Manager has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargothe Manager’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 Xxxxx Fargo the Manager 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 referencereference into the Registration Statement, 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 prospectus relating to any Placement Securities Shares is required to be delivered by X. Xxxxx Fargo Securities 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 X. Xxxxx Fargo Securities 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 X. Xxxxx Fargo’s Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargoupon the advice of the Company’s reasonable opinionlegal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by X. Xxxxx Securities by Xxxxx Fargo (provided, however, that the failure of X. Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect X. Xxxxx Fargo’s Securities’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy X. Xxxxx Securities 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 (other than an Incorporated Document) unless a copy thereof has been submitted to X. Xxxxx Fargo Securities within a reasonable period of time before the filing and X. Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that (A) the failure of X. Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect X. Xxxxx Fargo’s Securities’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide X. Xxxxx Securities any advance copy of such filing or to provide X. Xxxxx Securities an opportunity to object to such filing if the filing does not name X. Xxxxx Securities or does not relate to the transaction herein provided; and provided, further, that the only remedy X. Xxxxx Securities 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 X. Xxxxx Fargo Securities 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 under 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 is required to be delivered by Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s 's request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s 's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s '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 Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s 's right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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; 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 Xxxxx Fargo Securities, 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 Commission, promptly upon Xxxxx Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Securities (provided, however, that the failure of Xxxxx Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Fargo Securities’ 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 Xxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo Securities 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 Xxxxx Fargo SVB Leerink 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 Xxxxx Fargo SVB Leerink 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 Xxxxx FargoSVB Leerink’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoSVB Leerink’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo SVB Leerink (provided, however, that the failure of Xxxxx Fargo SVB Leerink to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoSVB Leerink’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 Xxxxx Fargo SVB Leerink within a reasonable period of time before the filing and Xxxxx Fargo SVB Leerink has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxx Fargo SVB Leerink to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide SVB Leerink any advance copy of such filing or to provide SVB Leerink an opportunity to object to such filing if the filing does not name SVB Leerink and does not related to the transaction herein provided and (C) the only remedy SVB Leerink shall have with respect to the failure by the Company to provide SVB Leerink with such copy or the filing of such amendment or supplement despite SVB Leerink’s objection shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxx Fargo SVB Leerink 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)(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 U.S. Prospectus relating to any Placement Securities Shares is required to be delivered by Xxxxx Fargo BRFBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act“Prospectus Delivery Period”), (i) the Company will notify Xxxxx Fargo BRFBR 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 or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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, the U.S. Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxx Fargo BRFBR within a reasonable period of time before the filing and Xxxxx Fargo BRFBR has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxx Fargo BRFBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoBRFBR’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that the Company has no obligation to provide BRFBR any advance copy of such filing or to provide BRFBR an opportunity to object to such filing if such filing does not name BRFBR or does not relate to the transactions contemplated hereunder, and (C) that the only remedy BRFBR shall have with respect to the failure by the Company to provide BRFBR with such copy shall be to cease making sales under this Agreement) and the Company will furnish to Xxxxx Fargo BRFBR 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 U.S. Prospectus, except for those documents available via XXXXXEXXXX; and (iviii) the Company will cause each amendment or supplement to the ProspectusProspectus to be filed with or furnished to the Commission as required pursuant to General Instruction II.L of Form F-10 or, other than documents in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of Exchange Act, within the Securities Act 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)(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 Xxxxx Fargo Ascendiant under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify Xxxxx Fargo Ascendiant promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC 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 SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon Xxxxx FargoAscendiant’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoAscendiant’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo Ascendiant (provided, however, that the failure of Xxxxx Fargo Ascendiant to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoAscendiant’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Ascendiant will have respecting 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, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxx Fargo Ascendiant within a reasonable period of time before the filing and Xxxxx Fargo Ascendiant has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Ascendiant to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoAscendiant’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Ascendiant will have respecting the failure by the Company to provide Ascendiant with such copy will be to cease making sales under this Agreement) and the Company will furnish to Xxxxx Fargo Ascendiant 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 SEC 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 SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, will 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 Xxxxx Fargo KeyBanc 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 Xxxxx Fargo KeyBanc 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 Xxxxx FargoKeyBanc’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoKeyBanc’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo KeyBanc (provided, however, that the failure of Xxxxx Fargo KeyBanc to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoKeyBanc’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 relating to the Placement Shares (except for 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 Xxxxx Fargo within KeyBanc a reasonable period of time before the filing and Xxxxx Fargo KeyBanc has not reasonably objected thereto (provided, however, (A) that the failure of Xxxxx Fargo KeyBanc to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoKeyBanc’s right to rely on the representations and warranties made by the Company in this Agreement; (B) if KeyBanc objects thereto, KeyBanc may cease making sales of Shares pursuant to this Agreement; and (C) that the Company has no obligation to provide KeyBanc any advance copy of such filing or to provide KeyBanc an opportunity to object to such filing if such filing does not name KeyBanc or does not relate to the transactions contemplated hereunder) and the Company will furnish to Xxxxx Fargo KeyBanc 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 (without reliance on Rule 424(b)(8) 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 (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 (v) 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 Xxxxx Fargo 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 Xxxxx Fargo Cowen 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 Xxxxx Fargo’s Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo Cowen (provided, however, that the failure of Xxxxx Fargo Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s 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 Xxxxx Fargo Cowen within a reasonable period of time before the filing and Xxxxx Fargo Cowen has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxx Fargo Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Cxxxx’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 or 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 Cxxxx’x objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to Xxxxx Fargo 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 (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 Xxxxx Fargo under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Xxxxx Fargo promptly promptly, and confirm the notice in writing, of the time (A) 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 filed, (B) of the receipt of any comment letter from the Commission or Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information or (D) when the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx Fargo’s request, any amendments or supplements to the Registration Statement or the Prospectus that, in Xxxxx Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’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 offering and sale of Placement Securities or a security convertible into the Placement Securities Shares under this Agreement unless a copy thereof has been submitted to Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 effect the Prospectus, other than documents incorporated by reference, to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act Act, including any amendments or supplements to the Prospectus, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act, 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 filing of this Agreement the first Prospectus Supplement relating to the Securities, and during any period in which a Prospectus prospectus relating to any Placement Securities is required to be delivered by Xxxxx Fargo BRFBR 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 Partnership will notify Xxxxx Fargo BRFBR 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 Partnership will prepare and file with the Commission, promptly upon Xxxxx FargoBRFBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoBRFBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo BRFBR (provided, however, that the failure of Xxxxx Fargo BRFBR to make such request shall not relieve the Company Partnership of any obligation or liability hereunder, or affect Xxxxx FargoBRFBR’s right to rely on the representations and warranties made by the Company Partnership in this Agreement; and provided, further, that the only remedy BRFBR 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 Partnership 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 unless a copy thereof has been submitted to Xxxxx Fargo BRFBR within a reasonable period of time before the filing and Xxxxx Fargo BRFBR has not reasonably objected thereto (provided, however, that (A) the failure of Xxxxx Fargo BRFBR to make such objection shall not relieve the Company Partnership of any obligation or liability hereunder, or affect Xxxxx FargoBRFBR’s right to rely on the representations and warranties made by the Company Partnership in this Agreement and (B) the Partnership have no obligation to provide BRFBR any advance copy of such filing or to provide BRFBR an opportunity to object to such filing if the filing does not name BRFBR or does not relate to the transaction herein provided; and provided, further, that the only remedy BRFBR shall have with respect to the failure by the Partnership to obtain such consent shall be to cease making sales under this Agreement) ), and the Company Partnership will furnish to Xxxxx Fargo BRFBR 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 Partnership 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 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 ActPartnership’s reasonable opinion or reasonable objections, shall be made solely by the Partnership).

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 Xxxxx Fargo Ascendiant under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify Xxxxx Fargo Ascendiant promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC 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 SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon Xxxxx FargoAscendiant’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoAscendiant’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo Ascendiant (provided, however, that the failure of Xxxxx Fargo Ascendiant to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoAscendiant’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Ascendiant will have respecting 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, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to Xxxxx Fargo Ascendiant within a reasonable period of time before the filing and Xxxxx Fargo Ascendiant has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Ascendiant to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoAscendiant’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Ascendiant will have respecting the failure by the Company to provide Ascendiant with such copy will be to cease making sales under this Agreement) and the Company will furnish to Xxxxx Fargo Ascendiant 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 SEC 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 SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, will be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by B. Xxxxx Fargo FBR 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 B. Xxxxx Fargo FBR 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 B. Xxxxx FargoFBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in B. Xxxxx FargoFBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by B. Xxxxx Fargo FBR (provided, however, that the failure of B. Xxxxx Fargo FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect B. Xxxxx FargoFBR’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy B. Xxxxx FBR 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 B. Xxxxx Fargo FBR within a reasonable period of time before the filing and B. Xxxxx Fargo FBR has not reasonably objected thereto (provided, however, that (A) the failure of B. Xxxxx Fargo FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect B. Xxxxx FargoFBR’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 B. Xxxxx FBR any advance copy of such filing or to provide B. Xxxxx FBR an opportunity to object to such filing if the filing does not name B. Xxxxx FBR or does not relate to the transaction herein provided; and provided, further, that the only remedy B. Xxxxx FBR 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 B. Xxxxx Fargo FBR 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 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 Xxxxx Fargo SVB Leerink 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 Xxxxx Fargo SVB Leerink 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 Xxxxx FargoSVB Leerink’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx FargoSVB Leerink’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo SVB Leerink (provided, however, that the failure of Xxxxx Fargo SVB Leerink to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoSVB Leerink’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 Xxxxx Fargo SVB Leerink within a reasonable period of time before the filing and Xxxxx Fargo SVB Leerink has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo SVB Leerink to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo SVB Leerink 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 SVB Leerink 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 Xxxxx Fargo 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 Xxxxx Fargo 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 Xxxxx Fargo’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo’s Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by Xxxxx Fargo (provided, however, that the failure of Xxxxx Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and 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 in any way to the transactions contemplated by 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 Xxxxx Fargo within a reasonable period of time before the filing and Xxxxx Fargo has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx Fargo’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Xxxxx Fargo 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 promptly 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.