Common use of Compliance with Registration Requirements; No Stop Order; No Objection from NASD Clause in Contracts

Compliance with Registration Requirements; No Stop Order; No Objection from NASD. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Option Shares, the Second Closing Date: (i) the Prospectus and any Issuer Free Writing Prospectus required to be filed shall have been filed as required by Rules 424, 430A, 430B, 430C or 433 under the Securities Act, as applicable, within the time period prescribed by, and in compliance with, the rules and regulations under the Securities Act, and any request by the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfaction; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order; No Objection from NASD. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Option Optional Shares, the Second any Subsequent Closing Date: (i) the Prospectus and any Issuer Free Writing Prospectus required to be filed Company shall have been filed as the Prospectus with the Commission (including the information required by Rules 424, 430A, 430B, 430C or 433 Rule 430A under the Securities Act, as applicable, ) in the manner and within the time period prescribed by, and in compliance with, the rules and regulations required by Rule 424(b) under the Securities Act, and any request by ; or the Commission for additional information (Company shall have filed a post-effective amendment to be included in the Registration Statement or otherwise) containing the information required by such Rule 430A, and such post-effective amendment shall have been disclosed to the Representative and complied with to its reasonable satisfactionbecome effective; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order; No Objection from NASD. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Option Optional Shares, the Second each Option Closing Date: (i) the Prospectus and any Issuer Free Writing Prospectus required to be filed Company shall have been filed as the Prospectus with the Commission in the manner and within the time period required by Rules 424, 430A, 430B, 430C or 433 Rule 497 under the Securities Act, as applicable, within the time period prescribed by, and in compliance with, the rules and regulations under the Securities Act, and any request by the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfaction; (ii) no stop order suspending the effectiveness of the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or or, to the best of the Company’s knowledge, threatened by the Commission; and; (iii) the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements; and (iv) no Prospectus, amendment to the Registration Statement or amendment or supplement to the Prospectus shall have been filed to which the Representative has reasonably objected in writing.

Compliance with Registration Requirements; No Stop Order; No Objection from NASD. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Option Shares, the Second Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and any Issuer Free Writing Prospectus within the time period required by Rule 424(b) under the Securities Act; (ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed as required by Rules 424, 430A, 430B, 430C or 433 under with the Securities Act, as applicable, Commission within the applicable time period periods prescribed by, and in compliance with, the rules and regulations for such filings under the Securities Act, and any request by the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfactionsuch Rule 433; (iiiii) no stop order suspending the effectiveness of the Registration Statement Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiiv) the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

Compliance with Registration Requirements; No Stop Order; No Objection from NASD. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Option Optional Shares, the Second each Option Closing Date: (i) the Prospectus and any Issuer Free Writing Prospectus required to be filed Company shall have been filed as the Prospectus with the Commission in the manner and within the time period required by Rules 424, 430A, 430B, 430C or 433 Rule 497 under the Securities Act, as applicable, within the time period prescribed by, and in compliance with, the rules and regulations under the Securities Act, and any request by the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfaction; (ii) no stop order suspending the effectiveness of the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or or, to the best of the Company’s knowledge, threatened by the Commission; and; (iii) the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements; and (iv) no Prospectus, amendment to the Registration Statement or amendment or supplement to the Prospectus shall have been filed to which the Underwriter has reasonably objected in writing.

Compliance with Registration Requirements; No Stop Order; No Objection from NASD. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Option Shares, the Second each Closing Date: (i) the Prospectus and any Issuer Free Writing Prospectus required to be filed Company shall have been filed as the Prospectus with the Commission (including the information required by Rules 424, 430A, 430B, 430C or 433 Rule 430B under the Securities Act, as applicable, ) in the manner and within the time period prescribed by, and in compliance with, the rules and regulations required by Rule 424(b) under the Securities Act, and any request by the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfaction; (ii) no stop order suspending the effectiveness of the Registration Statement Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the CommissionCommission and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and (iii) the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.