Common use of Removal of Restrictions on Offers and Sales Clause in Contracts

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent (with a copy to its counsel) a current report on Form 8-K that shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement Agent, and obtain the consent of Placement Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent the opportunity to conduct a due diligence review in accordance with Section 7(m) and (v) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, offer or sell or deliver Securities to BMO Capital Markets as agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to Placement Agent BMO Capital Markets (with a copy to its counselcounsel to BMO Capital Markets) a current report Current Report on Form 8-K 8‑K that shall include includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K8‑K”), in form and substance reasonably satisfactory to Placement AgentBMO Capital Markets, and and, prior to its filing, obtain the consent of Placement Agent BMO Capital Markets to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide Placement Agent BMO Capital Markets with the officers’ certificate, opinions/opinions and letters of counsel and accountants’ letter called for by Sections specified in Section 7(o), (p), (q) and (rq), respectively, hereof, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent BMO Capital Markets the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof prior to filing such Earnings 8‑K and (viv) file such Earnings 8-K 8‑K with the Commission. Upon satisfaction of the foregoing, the provisions provision of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K under the Exchange Act10‑K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters opinion or letter of counsel and or accountants’ letter pursuant to this Section 6(h6(f) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K10‑K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/opinions and letters of counsel and accountants’ letters as provided in Section 7 7(o), (p) and (q), respectively, hereof, and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 6(g)6(f) hereof, which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, offer or sell or deliver Securities to the Placement Agent as agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to the Placement Agent (with a copy to its counselcounsel to the Placement Agent) a current report Current Report on Form 8-K 8‑K that shall include includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K8‑K”), in form and substance reasonably satisfactory to the Placement Agent, and and, prior to its filing, obtain the consent of the Placement Agent to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide the Placement Agent with the officers’ certificate, opinions/opinions and letters of counsel and accountants’ letter called for by Sections specified in Section 7(o), (p), (q) and (rq), respectively, hereof, (iii) provide Placement Agent with a certificate of afford the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof prior to filing such Earnings 8‑K and (viv) file such Earnings 8-K 8‑K with the Commission. Upon satisfaction of the foregoing, the provisions provision of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K under the Exchange Act10‑K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters opinion or letter of counsel and or accountants’ letter pursuant to this Section 6(h6(f) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K10‑K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/opinions and letters of counsel and accountants’ letters as provided in Section 7 7(o), (p) and (q), respectively, hereof, and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 6(g)6(f) hereof, which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, offer or sell or deliver Securities to Xxxxx Fargo Securities as agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to Placement Agent Xxxxx Fargo Securities (with a copy to its counselcounsel to Xxxxx Fargo Securities) a current report Current Report on Form 8-K 8‑K that shall include includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K8‑K”), in form and substance reasonably satisfactory to Placement AgentXxxxx Fargo Securities, and and, prior to its filing, obtain the consent of Placement Agent Xxxxx Fargo Securities to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide Placement Agent Xxxxx Fargo Securities with the officers’ certificate, opinions/opinions and letters of counsel and accountants’ letter called for by Sections specified in Section 7(o), (p), (q) and (rq), respectively, hereof, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Xxxxx Fargo Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof prior to filing such Earnings 8‑K and (viv) file such Earnings 8-K 8‑K with the Commission. Upon satisfaction of the foregoing, the provisions provision of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K under the Exchange Act10‑K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters opinion or letter of counsel and or accountants’ letter pursuant to this Section 6(h6(f) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K10‑K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/opinions and letters of counsel and accountants’ letters as provided in Section 7 7(o), (p) and (q), respectively, hereof, and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 6(g)6(f) hereof, which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, offer or sell or deliver Securities to Xxxxxxxxxx Securities as agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to Placement Agent Xxxxxxxxxx Securities (with a copy to its counselcounsel to Xxxxxxxxxx Securities) a current report Current Report on Form 8-K 8‑K that shall include includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K8‑K”), in form and substance reasonably satisfactory to Placement AgentXxxxxxxxxx Securities, and and, prior to its filing, obtain the consent of Placement Agent Xxxxxxxxxx Securities to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide Placement Agent Xxxxxxxxxx Securities with the officers’ certificate, opinions/opinions and letters of counsel and accountants’ letter called for by Sections specified in Section 7(o), (p), (q) and (rq), respectively, hereof, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Xxxxxxxxxx Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof prior to filing such Earnings 8‑K and (viv) file such Earnings 8-K 8‑K with the Commission. Upon satisfaction of the foregoing, the provisions provision of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K under the Exchange Act10‑K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters opinion or letter of counsel and or accountants’ letter pursuant to this Section 6(h6(f) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K10‑K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/opinions and letters of counsel and accountants’ letters as provided in Section 7 7(o), (p) and (q), respectively, hereof, and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 6(g)6(f) hereof, which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, offer or sell or deliver Securities to JMP Securities as agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to Placement Agent JMP Securities (with a copy to its counselcounsel to JMP Securities) a current report Current Report on Form 8-K 8‑K that shall include includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K8‑K”), in form and substance reasonably satisfactory to Placement AgentJMP Securities, and and, prior to its filing, obtain the consent of Placement Agent JMP Securities to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide Placement Agent JMP Securities with the officers’ certificate, opinions/opinions and letters of counsel and accountants’ letter called for by Sections specified in Section 7(o), (p), (q) and (rq), respectively, hereof, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent JMP Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof prior to filing such Earnings 8‑K and (viv) file such Earnings 8-K 8‑K with the Commission. Upon satisfaction of the foregoing, the provisions provision of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K under the Exchange Act10‑K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters opinion or letter of counsel and or accountants’ letter pursuant to this Section 6(h6(f) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K10‑K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/opinions and letters of counsel and accountants’ letters as provided in Section 7 7(o), (p) and (q), respectively, hereof, and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 6(g)6(f) hereof, which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, offer or sell or deliver Securities to Ladenburg as agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to Placement Agent Ladenburg (with a copy to its counselcounsel to Ladenburg) a current report Current Report on Form 8-K 8‑K that shall include includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K8‑K”), in form and substance reasonably satisfactory to Placement AgentLadenburg, and and, prior to its filing, obtain the consent of Placement Agent Ladenburg to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide Placement Agent Ladenburg with the officers’ certificate, opinions/opinions and letters of counsel and accountants’ letter called for by Sections specified in Section 7(o), (p), (q) and (rq), respectively, hereof, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Ladenburg the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof prior to filing such Earnings 8‑K and (viv) file such Earnings 8-K 8‑K with the Commission. Upon satisfaction of the foregoing, the provisions provision of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K under the Exchange Act10‑K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters opinion or letter of counsel and or accountants’ letter pursuant to this Section 6(h6(f) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K10‑K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/opinions and letters of counsel and accountants’ letters as provided in Section 7 7(o), (p) and (q), respectively, hereof, and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 6(g)6(f) hereof, which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, offer or sell or deliver Securities to Xxxxx as agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to Placement Agent Xxxxx (with a copy to its counselcounsel to Xxxxx) a current report Current Report on Form 8-K 8‑K that shall include includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K8‑K”), in form and substance reasonably satisfactory to Placement AgentXxxxx, and and, prior to its filing, obtain the consent of Placement Agent Xxxxx to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide Placement Agent Xxxxx with the officers’ certificate, opinions/opinions and letters of counsel and accountants’ letter called for by Sections specified in Section 7(o), (p), (q) and (rq), respectively, hereof, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Xxxxx the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof prior to filing such Earnings 8‑K and (viv) file such Earnings 8-K 8‑K with the Commission. Upon satisfaction of the foregoing, the provisions provision of clause (iiiii) of Section 6(g6(f) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K under the Exchange Act10‑K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters opinion or letter of counsel and or accountants’ letter pursuant to this Section 6(h6(f) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q 10‑Q or annual report Annual Report on Form 10-K10‑K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/opinions and letters of counsel and accountants’ letters as provided in Section 7 7(o), (p) and (q), respectively, hereof, and (B) this Section 6(h6(g) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 6(g)6(f) hereof, which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent Xxxxx Fargo Securities (with a copy to its counsel) a current report on Form 8-K that shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentXxxxx Fargo Securities, and obtain the consent of Placement Agent Xxxxx Fargo Securities to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent Xxxxx Fargo Securities with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent Xxxxx Fargo Securities with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Xxxxx Fargo Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) and (v) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iiiiv) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent Jefferies (with a copy to its counsel) a current report Current Report on Form 8-K that which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentJefferies, and obtain the consent of Placement Agent Jefferies to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent Jefferies with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), ; respectively, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Jefferies the opportunity to conduct a due diligence review in accordance with Section 7(m) and (viv) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, then the provisions of clause (iii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q or annual report Annual Report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q or annual report Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent KeyBanc Capital Markets (with a copy to its counsel) a current report on Form 8-K that which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentKeyBanc Capital Markets, and obtain the consent of Placement Agent KeyBanc Capital Markets to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent KeyBanc Capital Markets with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent KeyBanc Capital Markets the opportunity to conduct a due diligence review in accordance with Section 7(m) and (viv) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent Jefferies (with a copy to its counsel) a current report on Form 8-K that shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentJefferies, and obtain the consent of Placement Agent Jefferies to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent Jefferies with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent Jefferies with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Jefferies the opportunity to conduct a due diligence review in accordance with Section 7(m) and (v) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iiiiv) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent Xxxxx Fargo Securities (with a copy to its counsel) a current report on Form 8-K that which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentXxxxx Fargo Securities, and obtain the consent of Placement Agent Xxxxx Fargo Securities to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent Xxxxx Fargo Securities with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Xxxxx Fargo Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) and (viv) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities Common Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement the applicable Agent (with a copy to its counsel) a current report on Form 8-K that which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement the applicable Agent, and obtain the consent of Placement the applicable Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement the applicable Agent with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) Section 4.07 and (r), respectivelySection 4.08, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which afford the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent the opportunity to conduct a due diligence review in accordance with Section 7(m) 4.10 and (viv) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iii) of Section 6(g) 2.06 shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) 2.07 shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 4.07 and (B) this Section 6(h) 2.07 shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g)2.06, which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent Xxxxx Fargo Securities (with a copy to its counsel) a current report Current Report on Form 8-K that which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentXxxxx Fargo Securities, and obtain the consent of Placement Agent Xxxxx Fargo Securities to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent Xxxxx Fargo Securities with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), ; respectively, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Xxxxx Fargo Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) and (viv) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, then the provisions of clause (iii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report Quarterly Report on Form 10-Q or annual report Annual Report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report Quarterly Report on Form 10-Q or annual report Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent KeyBanc Capital Markets (with a copy to its counsel) a current report on Form 8-K that shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentKeyBanc Capital Markets, and obtain the consent of Placement Agent KeyBanc Capital Markets to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent KeyBanc Capital Markets with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent KeyBanc Capital Markets with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent KeyBanc Capital Markets the opportunity to conduct a due diligence review in accordance with Section 7(m) and (v) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iiiiv) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent Barclays Capital (with a copy to its counsel) a current report on Form 8-K that which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentBarclays Capital, and obtain the consent of Placement Agent Barclays Capital to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent Barclays Capital with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Barclays Capital the opportunity to conduct a due diligence review in accordance with Section 7(m) and (viv) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent RBC (with a copy to its counsel) a current report on Form 8-K that shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentRBC, and obtain the consent of Placement Agent RBC to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent RBC with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent RBC with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent RBC the opportunity to conduct a due diligence review in accordance with Section 7(m) and (v) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iiiiv) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.

Removal of Restrictions on Offers and Sales. If the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to Placement Agent Xxxxxxx Xxxxx (with a copy to its counsel) a current report on Form 8-K that which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Placement AgentXxxxxxx Xxxxx, and obtain the consent of Placement Agent Xxxxxxx Xxxxx to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Placement Agent Xxxxxxx Xxxxx with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o), (p), (q) and (r), respectively, (iii) provide Placement Agent with a certificate of the Company’s Chief Financial Officer to the effect that (A) the accounting records, upon which the applicable financial information contained in the Earnings 8-K has been prepared, were prepared in conformity with GAAP and (B) nothing came to such officer’s attention since the issuance of the Earnings Announcement that caused such officer to believe that the applicable financial information contained in the Earnings Announcement was inaccurate in incomplete in any material respect or failed to fairly present, in all material respects, the financial condition, results of operations and cash flows of the Transaction Entities as of, and for, the periods presented in the Earnings Announcement, (iv) afford Placement Agent Xxxxxxx Xxxxx the opportunity to conduct a due diligence review in accordance with Section 7(m) and (viv) file such Earnings 8-K with the Commission. Upon satisfaction of the foregoing, the provisions of clause (iii) of Section 6(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant quarterly report on Form 10-Q or annual report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters as provided in Section 7 and (B) this Section 6(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 6(g), which shall have independent application.