Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller and the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate, in the form attached hereto as Exhibit 7(m) F within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Distribution Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx the Sales Agent, the Forward Seller, any Alternative Sales Agent or any Alternative Forward Seller sells any Placement SharesSecurities, the Company shall provide Xxxxx the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement or any Alternative Distribution Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by Placement Agent (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company Transaction Entities shall furnish Xxxxx Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m) E within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx Placement Agent sells any Placement SharesSecurities, the Company Transaction Entities shall provide Xxxxx Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx HCW with a certificate, in the form attached hereto as Exhibit 7(m) within three five (35) Trading Days of any Representation Date if requested by XxxxxHCW. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(n) and 7(o) hereof) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx HCW with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx HCW sells any Placement Shares, the Company shall provide Xxxxx HCW with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller and the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate, in the form attached hereto as Exhibit 7(m) F within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Distribution Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares wishes that Securities be sold following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx the Sales Agent, the Forward Seller, any Alternative Sales Agent or any Alternative Forward Seller sells any Placement SharesSecurities, the Company shall provide Xxxxx the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement or any Alternative Equity Distribution Agreement and: 1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; and 2) at any other time reasonably requested by the Agent (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of E on any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agent with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx the Agent sells any Placement SharesSecurities, the Company shall provide Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (i) each time the Company Company: (iA) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (iiB) files an annual report Annual Report on Form 10-K under the Exchange Act; ; (iiiC) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (ivD) files a report Current Report on Form 8-K containing amended financial information (other than an earnings releaseEarnings Announcement to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (ii) at any other time reasonably requested by the Sales Agent (each such date of filing of one or more of the documents referred to in clauses (ii)(A) through (ivD) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m) E within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pendingpending for any Placement Agent, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Distribution Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities through any Placement Agent following a Representation Date when the Company relied on such waiver and did not provide Xxxxx any Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx the Sales Agent sells any Placement SharesSecurities, the Company shall provide Xxxxx the Placement Agents with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company Company: (i) (A) files the Prospectus relating to the Placement Shares Shares, or (B) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, stickersticker or supplement, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(mSchedule 7(l) within three five (35) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or Xxxxx the Agent sells any Placement Shares, the Company shall provide Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(mSection 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company and the Operating Partnership shall furnish Xxxxx the Agent and the Alternative Agents with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three two (32) Trading Days of any Representation Date if reasonably requested by Xxxxxthe Agent. The requirement to provide a certificate under this Section 7(m7(n) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, provided however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agent and the Alternative Agents with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx the Agent sells any Placement Shares, the Company and the Operating Partnership shall provide Xxxxx the Agent and the Alternative Agents with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and (1) each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information statements (other than an earnings release) “furnished” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144), or financial statements required by Rule 3-14 of Regulation S-X, under the Exchange Act and (2) promptly after each reasonable request by the Agent (each date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish Xxxxx Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by XxxxxAgent. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Agent with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx Agent sells any Placement Shares, the Company shall provide Xxxxx Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of after any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the a Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the a Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of a pre-effective amendment, incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Prospectus; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act; ; (iii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) each time the Company files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act, and the Placement Agent has reasonably determined that the information contained in the Form 8-K is material to a holder of Common Stock (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m) D, within three (3) Trading Days of any Representation Date if requested required by Xxxxxthe Placement Agent. The requirement to provide a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx the Placement Agent sells any Placement SharesSecurities, the Company shall provide Xxxxx the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time during the Company term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; supplement; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (iv) files a report Current Report on Form 8-K containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and at any other time reasonably requested by Univest (each date of filing of one or more of the documents referred to in clauses (i) through (iv) above and any other time reasonably requested by Univest shall be a “Representation Date”); , the Company shall furnish Xxxxx Univest (but in the case of clause (iv) above only if Univest reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Univest with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or Xxxxx Univest sells any Placement Shares, the Company shall provide Xxxxx Univest with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company Corporation (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 1040-K under the Exchange ActF; (iii) files its quarterly reports or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”); , the Company Corporation shall furnish Xxxxx the Agents with a certificatecertificates, in the form attached hereto as Exhibit 7(m) A-1 and A-2 within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Corporation files its annual report on Form 1040-K. F. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m8(n), then before the Company Corporation delivers the Placement Notice or Xxxxx sells the Agents sell any Placement Shares, the Company Corporation shall provide Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time during the term of this Agreement the Company (i) files the a Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares that includes updated financial information as of the end of the Company’s most recent quarterly period or fiscal year, as applicable (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) “Quarterly 497 Filing” by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (supplement, each date of filing of one or more of the documents referred to in clauses (i) through (iv) such event shall be deemed a “Representation Date”); , each of the Company Company, the Adviser and the Administrator shall furnish Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l)(1) within three (3) Trading Days of any Representation Date if requested by Xxxxxand 7(l)(2), respectively. The requirement to provide a certificate certificates under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its makes a Quarterly 497 Filing containing updated annual report on Form 10-K. audited financial statements. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or Xxxxx the Agent sells any Placement Shares, the Company shall provide Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and (1) each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information statements (other than an earnings release) “furnished” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144), or financial statements required by Rule 3-14 of Regulation S-X, under the Exchange Act and (2) promptly after each reasonable request by the Agent (each date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(n) shall be a “Representation Date”); the Company shall furnish Xxxxx Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by XxxxxAgent. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Agent with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx Agent sells any Placement Shares, the Company shall provide Xxxxx Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and and, thereafter, each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior Upon commencement of the offering of Shares pursuant to the First Delivery Date and terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; Securities, including for a 10-K Filing and a 10¬Q Filing (ii) files an each date of filing the Company’s annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form shall be a “10-Q under K Representation Date”); and (ii) at any other time reasonably requested by the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act Sales Manager (each such date of filing of one or more of the documents referred to in clauses (in)(i) through (ivand any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Sales Manager with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. a Comfort Letter is required to be delivered pursuant to Section 7(p). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Sales Manager with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx the Sales Manager sells any Placement SharesSecurities, the Company shall provide Xxxxx the Sales Manager with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company Corporation (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 20-F, Form 40-F or Form 10-K under the Exchange ActK; (iii) files its quarterly reports files, furnishes or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”); , the Company Corporation shall furnish Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m) A within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Corporation files its annual report on Form 20-F, Form 40-F or Form 10-K. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m8(n), then before the Company Corporation delivers the Placement Notice or Xxxxx sells the Agents sell any Placement Shares, the Company Corporation shall provide Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior Upon commencement of the offering of Shares pursuant to the First Delivery Date and terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; Securities, including for a 10-K Filing and a 10-Q Filing (ii) files an each date of filing the Company’s annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form shall be a “10-Q under K Representation Date”); and (ii) at any other time reasonably requested by the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act Sales Manager (each such date of filing of one or more of the documents referred to in clauses (in)(i) through (ivand any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Sales Manager with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. a Comfort Letter is required to be delivered pursuant to Section 7(p). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Sales Manager with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx the Sales Manager sells any Placement SharesSecurities, the Company shall provide Xxxxx the Sales Manager with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Issuance Notice and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l4(k) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q F under the Exchange Act; or (iviii) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(m4(l) within three (3) Trading Days of any Representation Date if requested by Xxxxxthe Agent. The requirement to provide a certificate under this Section 7(m4(l) shall be waived for any Representation Date occurring at a time at which no Placement Issuance Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement an Issuance Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agent with a certificate under this Section 7(m4(l), then before the Company delivers the Placement Issuance Notice or Xxxxx the Agent sells any Placement Shares, the Company shall provide Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(m4(l), dated the date of the Placement Issuance Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its or quarterly reports report on Form 10-Q under the Exchange Act; or (iviii) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish Xxxxx Canaccord (but in the case of clause (iii) above only if Canaccord reasonably determines that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. A. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Canaccord with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx Canaccord sells any Placement Shares, the Company shall provide Xxxxx Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish Xxxxx SVB Leerink with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxSVB Leerink. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx SVB Leerink with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx SVB Leerink sells any Placement Shares, the Company shall provide Xxxxx SVB Leerink with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement filed after the date hereof but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three five (35) Trading Days of any Representation Date if requested by XxxxxCowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cowen sells any Placement Shares, the Company shall provide Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On During the term of this Agreement, on or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time during the Company term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; supplement; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (iv) files a report Current Report on Form 8-K containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and at any other time reasonably requested by Westpark (each date of filing of one or more of the documents referred to in clauses (i) through (iv) above and any other time reasonably requested by Westpark shall be a “Representation Date”); , the Company shall furnish Xxxxx Westpark (but in the case of clause (iv) above only if Westpark reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Westpark with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or Xxxxx Westpark sells any Placement Shares, the Company shall provide Xxxxx Westpark with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date on which the first Placement Notice is delivered by the Company hereunder and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or (B) relating to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) files a Form 6-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under Act containing interim financial statements that is incorporated by reference into the Exchange ActRegistration Statement; or (iv) files or furnishes a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Sales Agent (but in the case of clause (iv) above, only if the Sales Agent reasonably determines that the information contained in such current report on Form 6-K of the Company is material) within three (3) Trading Days after each Representation Date with a certificate, substantially in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxxmodified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented). The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Sales Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx the Sales Agent sells any Placement SharesShares pursuant thereto, the Company shall provide Xxxxx the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the such Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 40-F, Form 20-F or Form 10-K under the Exchange Act; or (iii) files its quarterly reports or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and at any time of request pursuant to (iv) above shall be a “Representation Date”); , the Company shall furnish Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m) Schedule “D” within three (3) Trading Days of any Representation Date if requested by XxxxxDate. For greater certainty, any supplement in this Section shall only include a prospectus supplement relating to the Placement Shares. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F, Form 20-F or Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m8(n), then on or before the time the Company delivers the Placement Notice or Xxxxx the Agents sells any Placement Shares, the Company shall provide Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m)Schedule “D”, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company Trust: (i) files the Prospectus relating to the Placement Shares Units or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Units) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Units; (ii) files an annual report on Form 1020-F or Form 40-F under the Exchange Act (including any Form 20-F/A or Form 40-F/A containing amended financial statements or a material amendment to the previously filed Form 20-F); (iii) files or furnishes its quarterly financial statements on Form 6-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files or furnishes a report on Form 86-K containing amended financial information (other than an earnings release) statements under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company Manager, on behalf of the Trust, shall furnish Xxxxx the Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 6‑K is material) with a certificate, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxxnecessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company Manager, on behalf of the Trust, delivers a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company Manager, on behalf of the Trust, subsequently decides to sell Placement Shares Units following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide Xxxxx the Agents with a certificate under this Section 7(m7(l), then before the Company Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Notice Units or Xxxxx sells the Agents sell any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide Xxxxx the Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), dated of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Placement Notice and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and thereafter, during the term of this Agreement, each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three two (32) Trading Days of any Representation Date if requested by XxxxxCowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cowen sells any Placement Shares, the Company shall provide Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to Each time during the First Delivery Date and each time term of this Agreement that the Company Company: (i) files the Prospectus relating to the Placement Shares or post-effectively amends or supplements the Registration Statement or supplements the Prospectus relating to Prospectus, in either case such that the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendmentaudited financial information contained therein is materially amended, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); ) the Company shall furnish Xxxxx MLV (but in the case of clause (iv) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx MLV with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or Xxxxx MLV sells any Placement Shares, the Company shall provide Xxxxx MLV with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice. In addition to the requirement to provide certificates under this Section 7(l) with respect to Representation Dates, on or prior to the date of the first Placement Notice given hereunder, the Company shall furnish MLV with a certificate under this Section 7(l).

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended material financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived during any Suspension and for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company revoked such Suspension or relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, promptly upon each request of Canaccord, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Canaccord with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. A. The requirement to provide a certificate under this Section 7(m7(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Canaccord with a certificate under this Section 7(m7(p), then before the Company delivers the Placement Notice or Xxxxx Canaccord sells any Placement Shares, the Company shall provide Xxxxx Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Sales Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to into the Registration Statement or the Prospectus relating to the Placement SharesSales Prospectus; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, if requested by Canaccord, promptly upon each such request, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Canaccord with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. A. The requirement to provide a certificate under this Section 7(m7(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Canaccord with a certificate under this Section 7(m7(p), then before the Company delivers the Placement Notice or Xxxxx Canaccord sells any Placement Shares, the Company shall provide Xxxxx Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares or Shares, (ii) amends or supplements the Registration Statement or the Sales Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement)) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement SharesSales Prospectus; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iiiiv) files its quarterly reports on Form 10-Q under the Exchange Act; or (ivv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings releaserelease or other information “furnished” under Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cxxxx with a certificatecertificates, in the form forms attached hereto as Exhibit 7(m) within three (3) Trading Days of any after such Representation Date if requested by XxxxxCxxxx. The requirement to provide a certificate the certificates under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K. K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to Cxxxx in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cxxxx with a certificate certificates under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cxxxx sells any Placement Shares, the Company shall provide Xxxxx Cxxxx with a certificatecertificates, in the form forms attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Xxxxx, if requested by Xxxxx, with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Placement Shares are sold pursuant to this Agreement and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to in the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an its annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Accounting Standards Codification Section 205-20-45) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be ), a “Representation Date”); , the Company shall furnish Xxxxx CF&Co (but in the case of clause (iv) above only if CF&Co reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx). The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at during a time at fiscal quarter during which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a does not intend to sell Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and Shares prior to the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to offer or sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx CF&Co with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx CF&Co offers or sells any Placement Shares, the Company shall provide Xxxxx CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files an annual report on Form 1040-K F or 20-F under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files interim financial statements in a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m) B within three (3) Trading Days of any such Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1040-K. F or 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m8(o), then on or before the Company delivers the Placement Notice or Xxxxx sells the Agents sell any Placement Shares, the Company shall provide Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m)B, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares or files a new Registration Statement or Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l8(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Agent with a certificate, in the form attached hereto as Exhibit 7(m8(m) within three (3) Trading Days of any Representation Date if requested by XxxxxAgent. The requirement to provide a certificate under this Section 7(m8(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Agent with a certificate under this Section 7(m8(m), then before the Company delivers the Placement Notice or Xxxxx Agent sells any Placement Shares, the Company shall provide Xxxxx Agent with a certificate, in the form attached hereto as Exhibit 7(m8(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by the Agent (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company Transaction Entities shall furnish Xxxxx the Agents, Forward Purchasers, and Forward Sellers with a certificate, in the form attached hereto as Exhibit 7(m) D within three two (32) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx any of the Agents, Forward Purchasers, and Forward Sellers sells any Placement Shares, the Company Transaction Entities shall provide Xxxxx the Agents, Forward Purchasers, and Forward Sellers with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxCxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cxxxx sells any Placement Shares, the Company shall provide Xxxxx Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q F under the Exchange Act; or (iviii) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish Xxxxx Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxCxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cxxxx sells any Placement Shares, the Company shall provide Xxxxx Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On During the term of this Agreement, on or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 40-F, Form 20-F or Form 10-K under the Exchange Act; or (iii) files its quarterly reports or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and at any time of request pursuant to (iv) above shall be a “"Representation Date”"); , the Company shall furnish Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m) A-1 within three five (35) Trading Days of any Representation Date if requested by XxxxxDate. For greater certainty, any supplement in this Section shall only include a prospectus supplement relating to the Placement Shares. The requirement to provide a certificate under this Section 7(m8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F, Form 20-F or Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m8(o), then on or before the time the Company delivers the Placement Notice or Xxxxx the Agents sells any Placement Shares, the Company shall provide Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A-1, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxCowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cowen sells any Placement Shares, the Company shall provide Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by Xxxxx Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish Xxxxx Fargo Securities with a certificate, in the form attached hereto as Exhibit 7(m) F within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Fargo Securities with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx Fargo Securities sells any Placement SharesSecurities, the Company shall provide Xxxxx Fargo Securities with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and thereafter during the term of this Agreement, each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) agreed to within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m)agreed to, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by Xxxxx Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company Transaction Entities shall furnish Xxxxx Fargo Securities with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Fargo Securities with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx Fargo Securities sells any Placement SharesSecurities, the Company Transaction Entities shall provide Xxxxx Fargo Securities with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Placement Notice and each time during the term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” and not “filed”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cantor and the Alternative Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Cantor and the Alternative Agent reasonably determine that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxCantor or the Alternative Agent. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cantor and the Alternative Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cantor sells any Placement Shares, the Company shall provide Xxxxx Cantor and the Alternative Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or a prospectus supplement relating solely to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information that are material in nature (other than an earnings releaseinformation that is “furnished” pursuant to Items 2.02, 7.01 or 8.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxCowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cowen sells any Placement Shares, the Company shall provide Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than an earnings release) information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K under the Exchange Act or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx HCW with a certificate, in the form attached hereto as Exhibit 7(m) within three five (35) Trading Days of any Representation Date if requested by XxxxxHCW. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(n) and 7(o) hereof) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx HCW with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx HCW sells any Placement Shares, the Company shall provide Xxxxx HCW with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or a prospectus supplement relating solely to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10F or 40-Q F under the Exchange Act; or (iviii) files a report on Form 86-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 6-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish Xxxxx AGP (but in the case of clause (iii) above only if AGP reasonably determines that the financial information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. A. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F or 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx AGP with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx AGP sells any Placement Shares, the Company shall provide Xxxxx AGP with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Xxxxx reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) Xxxxx requests such certificate within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m7(n) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release) which is deemed to be incorporated by reference in the Registration Statement and the Prospectus under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three two (32) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to Upon the First Delivery Date execution of this Agreement, and during the term of this Agreement, each time the Company Corporation (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) documents by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 1040-K under the Exchange ActF; (iii) files its quarterly reports or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “"Representation Date”"); , the Company Corporation shall furnish Xxxxx the Agents with a certificatecertificates, in the form attached hereto as Exhibit 7(m) A-1 and 2 and back-up information satisfactory to the Agents verifying the operational, statistical and market data included in the relevant filing, within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Corporation files its annual report on Form 1040-K. F. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m8(n), then before the Company Corporation delivers the Placement Notice or Xxxxx sells the Agents sell any Placement Shares, the Company Corporation shall provide Xxxxx the Agents with a certificatecertificates, in the form attached hereto as Exhibit 7(m)A-1 and 2, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time during the term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or post-effectively amends or supplements the Registration Statement or supplements the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendmentProspectus, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement SharesShares (as set forth in (ii)- (iv) below); (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Xxxxx reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) Xxxxx requests such certificate within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx). The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Actinformation form; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended amends annual or interim financial information (other than an earnings release) under the Exchange Act statements (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “"Representation Date”"); the Company shall furnish Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m) Schedule 3 within three (3) Trading Days of any Representation Date if requested by Xxxxxthe Agents. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. information form. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx sells the Agents sell any Placement Shares, the Company shall provide Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m)Schedule 3, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by Jefferies (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company Transaction Entities shall furnish Xxxxx Jefferies with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Jefferies with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx Jefferies sells any Placement SharesSecurities, the Company Transaction Entities shall provide Xxxxx Jefferies with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and during the term of this Agreement each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” to the Commission) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Xxxxx reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) Xxxxx requests such certificate within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Placement Notice and each time during the term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” and not “filed”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Ladenburg and the Alternative Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Ladenburg and the Alternative Agent reasonably determine that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxLadenburg or the Alternative Agent. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Ladenburg and the Alternative Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Ladenburg sells any Placement Shares, the Company shall provide Xxxxx Ladenburg and the Alternative Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company Company: (i) files the Prospectus relating to the Placement Shares Shares, amends the Registration Statement by means of a post-effective amendment or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) relating solely to an offering of this Agreementsecurities other than the Placement Shares) by means of a post-effective amendmentsticker or supplement, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-K F under the Exchange ActAct (including any Form 20-F/A that contains restated financial statements); or (iii) files furnishes its quarterly reports unaudited interim financial statements and management’s discussion and analysis on Form 10-Q under the Exchange Act; or (iv) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish Xxxxx MLV with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at during a time at fiscal quarter during which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a does not intend to sell Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and Shares prior to the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx MLV with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or Xxxxx MLV sells any Placement Shares, the Company shall provide Xxxxx MLV with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its or quarterly reports report on Form 10-Q under the Exchange Act; or (iviii) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); , the Company shall furnish Xxxxx Canaccord (but in the case of clause (iii) above only if Canaccord reasonably determines that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. A. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Canaccord with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx Canaccord sells any Placement Shares, the Company shall provide Xxxxx Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and and, thereafter, each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or Three Trading Days prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; or (ii) files under the Exchange Act an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; F or (iv) files a report on Form 86-K containing amended financial information (statements, supporting schedules or other than an earnings release) under financial data incorporated by reference into the Exchange Act Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through and (ivii) shall be a “Representation Date”); the Company shall furnish Xxxxx CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx CF&Co with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx CF&Co sells any Placement Shares, the Company shall provide Xxxxx CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files an annual report on Form 1040-K F or 20-F under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files interim financial statements in a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “"Representation Date”"); , the Company shall furnish Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m) B within three (3) Trading Days of any such Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1040-K. F or 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m8(o), then on or before the Company delivers the Placement Notice or Xxxxx sells the Agents sell any Placement Shares, the Company shall provide Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m)B, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Units are sold pursuant to the terms of this Agreement and: (1) each time the Company Partnership: (i) files the Prospectus relating to the Placement Shares Units or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Units; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; (2) at any time the Units are delivered to any Manager as principal pursuant to a Terms Agreement; and (3) at any other time reasonably requested by the Managers (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 4(n) shall be a “Representation Date”); , the Company Partnership shall furnish Xxxxx the Managers (or in the case of clause (2) above, the relevant Manager party to such Terms Agreement) with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m4(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice instruction by the Partnership to any Manager to sell Units under this Agreement is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder an instruction to any Manager to sell Units pursuant to Section 3(a) hereof (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide Xxxxx the Managers with a certificate under this Section 7(m4(n), then before the Company Partnership delivers the Placement Notice an instruction pursuant to Section 3(a) or Xxxxx any Manager sells any Placement SharesUnits, the Company Partnership shall provide Xxxxx such Manager with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Noticesuch instruction.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the a Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, an amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files or amends an annual report on Form 10-K under the Exchange Actinformation form; (iii) files its quarterly reports on Form 10-Q under the Exchange Actor amends annual or interim financial statements; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"); , the Company shall furnish Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(m) A-1 within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m8(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agent with a certificate under this Section 7(m8(m), then before prior to or concurrent with the delivery by the Company delivers to the Agent of a Placement Notice or Xxxxx sells any Placement SharesNotice, the Company shall provide Xxxxx the Agent with a the certificate, in the form attached hereto as Exhibit 7(m)A-1, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to Each time during the First Delivery Date and each time term of this Agreement that the Company Company: (i) files the Prospectus relating to the Placement Shares or post-effectively amends or supplements the Registration Statement or supplements the Prospectus relating to Prospectus, in either case such that the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendmentaudited financial information contained therein is materially amended, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx MLV (but in the case of clause (iv) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx MLV with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or Xxxxx MLV sells any Placement Shares, the Company shall provide Xxxxx MLV with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxCowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cowen sells any Placement Shares, the Company shall provide Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time during the term of this Agreement the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and and, during the term of this Agreement, each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K under the Exchange containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K) under the Exchange Act Act, and Xxxxx has reasonably determined that the information contained in the Form 8-K is material to a holder of Common Stock (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, promptly upon each request of Canaccord, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Canaccord with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. A. The requirement to provide a certificate under this Section 7(m7(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation DateDate following the delivery of such Placement Notice; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Canaccord with a certificate under this Section 7(m7(p), then before the Company delivers the Placement Notice or Xxxxx Canaccord sells any Placement Shares, the Company shall provide Xxxxx Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10F or 40-Q F under the Exchange Act; or (iviii) files a report on Form 86-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 6-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish Xxxxx the Agents (but in the case of clause (iii) above only if the Representative reasonably determines that the financial information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. A. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F or 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agents with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or Xxxxx the Agents sells any Placement Shares, the Company shall provide Xxxxx the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by Xxxxx Xxxxxxx (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company Transaction Entities shall furnish Xxxxx Xxxxxxx with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Xxxxxxx with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx Xxxxxxx sells any Placement SharesSecurities, the Company Transaction Entities shall provide Xxxxx Xxxxxxx with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and thereafter, during the term of this Agreement, each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Sales Prospectus relating to the Placement Shares (other than a prospectus supplement Sales Prospectus filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement SharesSales Prospectus; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and within five (5) Trading Days of each time the Company Company: (i) files the Prospectus Supplement relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement or Form F-3 filed pursuant to Rule 415(a)(6) but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report Annual Report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); or (iii) files a Form 6-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K Act containing amended financial information (other than an earnings release) under that is incorporated by reference into the Exchange Act Registration Statement and the Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish Xxxxx the Agent (but in the case of clause (iii) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(m7(M) within three (3) Trading Days of any the “Representation Date Certificate”); provided, however, if requested by Xxxxxno Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or an Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a certificate under this Section 7(m) Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Agent with a certificate under this Section 7(m)Representation Date Certificate, then before the Company delivers the Placement Notice or Xxxxx an Agent sells any Placement Shares, the Company shall provide Xxxxx the Agent with a certificate, in the form attached hereto as Exhibit 7(m)Representation Date Certificate, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation "furnished" pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date the first Sales Notice is given hereunder and each time the Company that (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (shall be amended or supplemented, other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendmentIncorporated Documents, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report its Annual Report on Form 10-K under the Exchange Act; , (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or , (iv) the Company files a report Current Report on Form 8-K containing amended financial information (other than an earnings releaseinformation that is furnished and not filed), if the Manager reasonably determines that the information in such Form 8-K is material, or (v) under the Exchange Act Shares are delivered to the Manager as principal at the Time of Delivery pursuant to a Terms Agreement (such commencement or recommencement date and each such date of filing of one or more of the documents referred to in clauses (i) through ), (ii), (iii), (iv) shall be and (v) above, a “Representation Date”); , unless waived by the Manager, the Company shall furnish Xxxxx with a certificate, in or cause to be furnished to the form attached hereto as Exhibit 7(m) Manager within three (3) Trading Days of any after each Representation Date if requested by Xxxxxa certificate dated and delivered on the Representation Date, in form attached hereto as Exhibit 4(k). The requirement to provide a certificate under this Section 7(m4(k) shall be waived for any Representation Date occurring at a time at which no Placement Sales Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Manager with a certificate under this Section 7(m4(k), then before the Company delivers the Placement Sales Notice or Xxxxx the Manager sells any Placement Shares, the Company shall provide Xxxxx the Manager with a certificate, in the form attached hereto as Exhibit 7(m4(k), dated the date of the Placement Sales Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Sales Prospectus relating to the Placement Shares (other than a prospectus supplement Sales Prospectus filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement SharesSales Prospectus; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such the calendar quarter in which such Placement Notice is delivered shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date the first Placement Notice is given hereunder and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 1020-K F under the Exchange ActAct (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) files furnishes its quarterly reports unaudited interim financial statements and management’s discussion and analysis on Form 106-Q K under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under sells Placement Shares to the Exchange Act Sales Agent as principal at the Point of Sale pursuant to the applicable Placement Notice (each date of filing of one or more of the documents and each other date referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish Xxxxx the Sales Agent within three (3) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx). The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx the Sales Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx the Sales Agent sells any Placement Shares, the Company shall provide Xxxxx the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxCxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cxxxx sells any Placement Shares, the Company shall provide Xxxxx Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Ladenburg with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Ladenburg with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Ladenburg sells any Placement Shares, the Company shall provide Xxxxx Ladenburg with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time during the term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxCowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx Cowen sells any Placement Shares, the Company shall provide Xxxxx Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement, the ADS Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement, the ADS Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 20-F or Form 10-K K, as applicable, under the Exchange Act; (iii) files its half-year consolidated financial statements on Form 6-K under the Exchange Act; (iv) files a quarterly reports report on Form 10-Q under the Exchange Act; or (ivv) files a report on Form 6-K or Form 8-K K, as applicable, containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter period shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; ; (iii) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings releaseEarnings Announcement, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by BAML (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish Xxxxx BAML with a certificate, in the form attached hereto as Exhibit 7(m) E within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide Xxxxx BAML with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or Xxxxx BAML sells any Placement SharesSecurities, the Company shall provide Xxxxx BAML with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or a prospectus supplement relating solely to an offering other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx SVB Leerink (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) SVB Leerink reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) SVB Leerink requests such certificate within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxSVB Leerink. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx SVB Leerink with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx SVB Leerink sells any Placement Shares, the Company shall provide Xxxxx SVB Leerink with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report Annual Report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) furnishes its quarterly results of operations on Form 6-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files furnishes a current report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act that is incorporated by reference to the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide Xxxxx the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or Xxxxx the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide Xxxxx the Agent with a certificate, certificate in the form attached hereto as Exhibit 7(m), 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by XxxxxDate. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.