Common use of Notice to the Placement Agent Clause in Contracts

Notice to the Placement Agent. The Company will advise the Placement Agent promptly, and confirm such advice in writing (which confirmation may be delivered by electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the Company’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package or any Written Testing-the-Waters Communication as then amended or supplemented would include any 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, the Pricing Disclosure Package or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities or the PIPE Securities for offer and sale in any jurisdiction or the initiation or, to the Company’s knowledge, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Securities or the PIPE Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Placement Agent. The Company will advise the Placement Agent promptly, and confirm such advice in writing (which confirmation may be delivered by electronic mail)writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communicationinformation; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the Company’s knowledge, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package or any Written Testing-the-Waters Communication Issuer Free Writing Prospectus as then amended or supplemented would include any 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, the Pricing Disclosure Package or any such Written Testing-the-Waters Communication Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities or the PIPE Securities Shares for offer and sale in any jurisdiction or the initiation or, to the Company’s knowledge, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Securities or the PIPE Securities Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Placement Agent. The Company will advise the Placement Agent promptly, and confirm such advice in writing (which confirmation may be delivered by electronic mail)writing, (i) when the time and date of any filing of any post-effective amendment to the Registration Statement has been or any amendment or supplement to the Prospectus if such post-effective amendment is filed or becomes effectiveprior to the Closing Date; (ii) of the time and date when any supplement to the Pricing Disclosure Package, the Prospectus or any Written Testingpost-the-Waters Communication or any effective amendment to the Prospectus has been Registration Statement becomes effective if such post-effective amendment is filed or distributedprior to the Closing Date; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communicationinformation; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the Company’s knowledge, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package or any Written Testing-the-Waters Communication Issuer Free Writing Prospectus as then amended or supplemented would include any 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, the Pricing Disclosure Package or any such Written Testing-the-Waters Communication Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vivii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities or the PIPE Securities for offer and sale in any jurisdiction or the initiation or, to the Company’s knowledge, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Securities or the PIPE Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Placement Agent. The Company will advise the Placement Agent promptly, and if requested confirm such advice in writing (which confirmation may be delivered by electronic mail)writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributedfiled; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communicationinformation; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the Company’s knowledge, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any Prospectus or the Time of the Pricing Disclosure Package or any Written Testing-the-Waters Communication Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, Prospectus or the Pricing Disclosure Package or any such Written Testing-the-Waters Communication Time of Sale Information is delivered to a purchaser, not misleading; (vii) if at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such free writing prospectus conflicted or conflicts with the information contained the Prospectus or Time of Sale Information and (vivii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities or the PIPE Securities Shares and Warrant Shares for offer and sale in any jurisdiction or the initiation or, to the Company’s knowledge, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Securities or the PIPE Securities Shares and Warrant Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.