Common use of Amendments and Supplements to the Prospectus and Other Securities Act Matters Clause in Contracts

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or (cand 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriters or counsel for the UnderwritersRepresentative, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c4(b)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (cSection 4(b).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or (cand 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If the delivery of a prospectus is required at any time after the date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriters or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(b) and 3(c4(c)) to promptly prepare), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent of the Underwriters to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnishagrees, at its own expense, to promptly prepare (subject to Section 3(a) hereof), file with the Commission and furnish to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading be misleading, or so that the Prospectus, as amended or supplemented, will comply with applicable law including all securities laws. The Company will not take any action prior to the Securities Actexpiration of the Prospectus Delivery Period which would require the Prospectus to be amended or supplemented pursuant to this Section 3(c). Neither The Underwriters shall cease using the Representative’s consent to, nor delivery of, any such Prospectus upon receiving written notice from the Company that an amendment or supplement shall constitute a waiver of any of the Company’s obligations is required under Sections 3(b) or (cthis Section 3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If During the Prospectus Delivery Period, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Representative it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(b) and 3(cSection 4(c)) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Actlaw. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(b) or (cSection 4(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If the delivery of a prospectus is required at any time after the date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the Underwriters, Underwriter it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(B) and 3(c4(C)) to promptly prepare), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Underwriter and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent of the Underwriter to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(B) or (cC).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section Sections 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If during the Prospectus Delivery Period any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no outstanding Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission (including by filing a document incorporated by reference therein) and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the UnderwritersUnderwriter, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend the Prospectus, as then amended or supplement the Prospectus so that the Prospectus does not supplemented, would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the Underwriters, Underwriter it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly notify the Underwriter and to promptly prepare (subject to Section 3(b4(a) and 3(chereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Underwriter and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Actlaw. Neither the Representative’s Underwriter's consent to, nor the its delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c)conditions set forth in Section 6.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If During the Prospectus Delivery Period, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s or the Issuers’ obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriters or counsel for the UnderwritersRepresentative, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c4(b)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Underwriter's consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s 's obligations under Sections 3(b) or (cSection 4(b).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If During any period where an Issuance Notice is pending, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission (including by filing a document incorporated by reference therein) and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) or (cand Section 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the UnderwritersUnderwriter, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and Section 3(c)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections Section 3(b) or (cSection 3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus and the Prospectus so that the Prospectus does not as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, and it is necessary to amend or supplement the Time of Sale Prospectus and the Prospectus in order to make the statements therein, in the light of the circumstances when the Time of Sale Prospectus and the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, it is otherwise necessary to amend or supplement the Time of Sale Prospectus and the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b3(a) and 3(chereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestUnderwriters, amendments or supplements to the Time of Sale Prospectus and the Prospectus so that the statements in the Time of Sale Prospectus and the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Time of Sale Prospectus and the Prospectus is delivered to a purchaser, not be misleading or so that the Time of Sale Prospectus and the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c)law.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If During any period in which an Issuance Notice is pending, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or (cand 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If The Company will comply with the Securities Act, Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement and the Prospectus. If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which which, in the judgment of the Company or in the reasonable opinion of the Underwriters or counsel for the Underwriters, it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriters or counsel for the Underwriters, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable the law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b3(a) (the “Underwriters’ Review of Proposed Amendments and 3(cSupplements”)) to promptly prepare), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c)law.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist during the Prospectus Delivery Period as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section Sections 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 3(A)(b) and 3(c3(A)(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b3(A)(b) or (c3(A)(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriters or counsel for the UnderwritersRepresentative, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(b) and 3(c4(c)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the Underwriters, Underwriter it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Underwriter and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that Registration Statement or the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when under which they were made or then prevailing, as the Prospectus is delivered to a purchasercase may be, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Registration Statement or the Prospectus to comply with applicable lawthe Securities Act or the Exchange Act, including in connection with the Securities Actdelivery of the Prospectus, the Company agrees to promptly prepare (subject to Section 3(b3(A)(a) and 3(chereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Registration Statement or the Prospectus so that the statements in the Registration Statement or the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when under which they were made or then prevailing, as the Prospectus is delivered to a purchasercase may be, not misleading or so that the Registration Statement or the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Actlaw. Neither the Representative’s consent of the Representatives to, nor or delivery to the Representatives of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bthis Section 3(A)(c) or (c)under Section 6.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b‎Section 4(d) and 3(c‎Section 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b‎Section 4(d) or (cand ‎Section 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply LEGAL_US_E # 152868058.8 with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interests not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (or a document incorporated by reference in the Prospectus) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed or it is determined that such amendment or supplement is no longer required.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the UnderwritersUnderwriter, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If During any period where an Issuance Notice is pending, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission (including by filing a document incorporated by reference therein) and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or (cand 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the UnderwritersUnderwriter, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided that in such case, the Company shall not deliver an Issuance Notice until such amendment or supplement has been filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus or a pricing supplement disclosing the offer and sale of Shares covered by a Terms Agreement, so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interests not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If the delivery of a Prospectus is required at any time after the date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees shall (subject to Section 3(b4(b) and 3(c4(c)) to promptly forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law law, including the Securities Act. Neither the Representative’s consent to, nor The delivery of, of any such amendment or supplement shall not constitute a waiver of any of the Company’s 's obligations under Sections 3(b4(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If the delivery of a prospectus is required at any time after the date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriters or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(B) and 3(c4(C)) to promptly prepare), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent of the Underwriters to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(B) or (cC).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend the Prospectus, as then amended or supplement the Prospectus so that the Prospectus does not supplemented, would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly preparenotify FBW, Morgan Keegan, Hilliard Lyons and Advest and to promptly prepare (subj▇▇▇ ▇▇ ▇▇▇▇▇▇n ▇(▇) ▇▇▇▇▇▇), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Actlaw. Neither the Representative’s FBW's, Morgan Keegan's, Hilliard Lyons' or Advest's consent to, nor delivery ofthe Under▇▇▇▇▇▇▇' ▇▇▇▇▇▇ry ▇▇, any such ▇▇▇ ▇▇▇▇ amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c)conditions set forth in Section 6.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission (including by filing a document incorporated by reference therein) and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, when the Prospectus is delivered to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative any Agent or counsel for the Underwriters, Agents it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(b) and 3(cSection 4(d)) to promptly prepare, file with the Commission and furnish, applicable Canadian Securities Regulators and furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgents, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representativean Agent’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(b) or (cand Section 4(d).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b3(a) and 3(chereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with law. The Company hereby expressly acknowledges that the indemnification and contribution provisions of Section 8 and 9 hereof are specifically applicable law including the Securities Act. Neither the Representative’s consent toand relate to each registration statement, nor delivery ofprospectus, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c)referred to in this Section 3.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply in all material respects with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) hereof) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law law, including the Securities Act. Neither the Representative’s ’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters or the Company it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b5(b) and 3(c)Section 5(h) hereof) to promptly prepare, file with the Commission SEC and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Actlaw. Neither the Representative’s Representatives' consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s 's obligations under Sections 3(bSection 5(b) or (c)and Section 5(h) hereof.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If the delivery of a Prospectus is required at any time after the date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees shall (subject to Section 3(b5(b) and 3(c5(c)) to promptly forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law law, including the Securities Act. Neither the Representative’s consent of the Underwriters to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b5(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply in all material respects with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) hereof) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law law, including the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, to not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interests not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, when the Prospectus is delivered to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative any Agent or counsel for the Underwriters, Agents it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(b) and 3(cSection 4(d)) to promptly prepare, file with the Commission and furnish, applicable Canadian Securities DB1/ 93123888.10 Regulators and furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgents, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representativean Agent’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(b) or (cand Section 4(d).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If (i) During the Prospectus Delivery Period, the Company shall advise the Underwriters promptly of the happening of any event shall occur or condition exist as a result known to it which, in the judgment of which it is necessary to amend or supplement the Company, would require the making of any change in the Prospectus then being used so that the Prospectus does would not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or when the Prospectus is delivered to a purchaser, not misleading. (ii) If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary, in the opinion of the Representative or counsel to the Underwriters, to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made or when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees promptly to prepare (subject to Section 3(b3(a) and 3(chereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c)law.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the CompanyAgent, the Representative Forward Seller or the Forward Purchaser or counsel for the UnderwritersAgent, the Forward Seller or the Forward Purchaser it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, the Forward Seller or the Forward Purchaser, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s, the Forward Seller’s or the Forward Purchaser’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or (cand 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnishagrees, at its own expense, to promptly prepare (subject to Section 3(a) hereof), file with the Commission and furnish to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading be misleading, or so that the Prospectus, as amended or supplemented, will comply with applicable law including law. The Company will not take any action prior to the Securities Actexpiration of the Prospectus Delivery Period which would require the Prospectus to be amended or supplemented pursuant to this Section 3(c). Neither The Underwriters shall cease using the Representative’s consent to, nor delivery of, any such Prospectus upon receiving written notice from the Company that an amendment or supplement shall constitute a waiver of any of the Company’s obligations is required under Sections 3(b) or (cthis Section 3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed or it is determined that such amendment or supplement is no longer required.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If the delivery of a prospectus is required at any time after the date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees shall (subject to Section 3(b4(B) and 3(c4(C)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent of the Representative to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(B) or (cC).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend the Prospectus, as then amended or supplement the Prospectus so that the Prospectus does not supplemented, would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, Underwriters or in the reasonable opinion of the Representative or counsel for the Underwriters, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b3(a) and 3(chereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expenseexpense to the Underwriters, and, if requested by the Underwriters, to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c)law.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or and 4 (cf).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172) to be delivered under the Securities Act, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, in the alternative the Company can suspend or (c)terminate the Issuance Notice upon written notice to the Agent and delay the filing of any amendment or supplement, if in the judgment of the Company, it is in the best interest of the Company.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply in all material respects with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) or (cand Section 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no outstanding Issuance Notice and the Company believes based on the advice of its counsel that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. During the Prospectus Delivery Period, If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agents or counsel for the Underwriters, Agents it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgents, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Agents’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or (cand 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus or a pricing supplement disclosing the offer and sale of Shares covered by a Terms Agreement, so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or (cand 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the Underwriters, Underwriter it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Underwriter and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided that in such case, the Company shall not deliver an Issuance Notice until such amendment or supplement has been filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend the Prospectus, as then amended or supplement the Prospectus so that the Prospectus does not supplemented, would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly notify FBW, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Advest and to promptly prepare (subject to Section 3(b4(a) and 3(chereof)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Actlaw. Neither the Representative’s FBW's, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇' or Advest's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c)conditions set forth in Section 6.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agents or counsel for the Underwriters, Agents it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission (including by filing a document incorporated by reference therein) and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgents, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Agents’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no outstanding Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If the delivery of a prospectus is required at any time after the date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the Underwriters, Underwriter it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b4(b) and 3(c4(c)) to promptly prepare), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Underwriter and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no outstanding Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriter or counsel for the UnderwritersUnderwriter, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Underwriter and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeUnderwriter’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If During the Prospectus Delivery Period, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriters or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Underwriters’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including a document incorporated by reference in the Prospectus) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed or it is determined that such amendment or supplement is no longer required.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Placement Agents or counsel for the Underwriters, Placement Agents it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(b) and 3(c4(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters Placement Agents and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, be not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Placement Agents’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion reasonable determination of the Company, Representatives after consultation with counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees to promptly prepare (subject to Section 3(b3(A)(a) and 3(chereof)) to promptly prepare, file with the Commission and furnish, the Qualifying Authorities and furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including law, provided that if any Underwriter is required to deliver a prospectus in connection with the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver sale of any of the Company’s obligations under Sections 3(b) Common Shares at any time nine months or (c)more after the date of the Prospectus, such amendments, filing and furnishing shall be at the expense of such Underwriter.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 3(A)(b) and 3(c3(A)(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b3(A)(b) or (c3(A)(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or Underwriters and counsel for the Underwriters, Company it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 3(A)(b) and 3(c3(A)(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent lack of objection to, nor the delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b3(A)(b) or (c3(A)(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If the delivery of a Prospectus is required at any time after the date hereof and if at such time any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriter it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees shall (subject to Section 3(b4(b) and 3(c4(c)) to promptly forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law law, including the Securities Act. Neither the Representative’s consent to, nor The delivery of, of any such amendment or supplement shall not constitute a waiver of any of the Company’s obligations under Sections 3(b4(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If during the Prospectus Delivery Period any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b3(A)(b) and 3(c3(A)(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b3(A)(b) or (cA)(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the reasonable opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply in all material respects with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b3.A.(b) and 3(c3.A.(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b3.A.(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no outstanding Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer dealers upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Placement Agents or counsel for the Underwriters, Placement Agents it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters Placement Agents and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Actlaw. Neither the Representative’s Placement Agents’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections Section 3(b) or (cSection 3(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including a document incorporated by reference in the Prospectus) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law law, including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed or it is determined that such amendment or supplement is no longer required.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no outstanding Issuance Notice and the Company believes based on the advice of its counsel that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Representatives or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b3(A)(b) and 3(c3(A)(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Representatives’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b3(A)(b) or (cA)(c).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no outstanding Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this Agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If During any period where an Issuance Notice is pending, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) or (cand 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission (including by filing a document incorporated by reference therein) and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading misleading, or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities ActAct (it being acknowledged that the Company may delay the filing of any amendment or supplement if, in the judgment of the Company, it is in the best interest of the Company). Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) or (cand Section 4(f).

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agents or counsel for the Underwriters, Agents it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b4(d) and 3(cSection 4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgents, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Agents’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(bSection 4(d) and Section 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; provided, however, that if the Company subsequently chooses to deliver an Issuance Notice to the Agents, the Company agrees to file such amendment or supplement prior to the delivery of such Issuance Notice.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Agent or counsel for the Underwriters, Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(bSections 4(d) and 3(c4(f)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestAgent, amendments or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the RepresentativeAgent’s consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b4(d) and 4(f). Notwithstanding the foregoing, the Company shall not be required to file such amendment or (c)supplement if there is no pending Issuance Notice and the Company believes that it is in its best interest not to file such amendment or supplement; however, the Company agrees not to provide an Issuance Notice or otherwise sell under this agreement until such amendment or supplement is filed.

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Company, counsel for the Company, the Representative Underwriters or counsel for the Underwriters, Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 3(b) and 3(c)) to promptly prepare, file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to any dealer upon requestdealers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Representative’s Underwriters’ consent to, nor or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 3(b) or (c).