Common use of Representations and Warranties of the Transaction Entities Clause in Contracts

Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date and each Applicable Time (each, a “Representation Date”), as follows: Section 3.01 EQR has filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇JPMorgan, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date and each Applicable Time (each, a “Representation Date”), as follows: Section 3.01 EQR has filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ JPMorgan by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ JPMorgan for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date and each Applicable Time (each, a “Representation Date”), as follows: Section 3.01 EQR has filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07)Date, each Request Date and each Applicable Time (each, a “Representation Date”), as follows: Section 3.01 EQR has and ERP have jointly filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156190248) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has and ERP have filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR and ERP pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files and ERP file a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07)Date, each Request Date and each Applicable Time (each, a “Representation Date”), as follows: Section 3.01 EQR has and ERP have jointly filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156190248) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has and ERP have filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR and ERP pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files and ERP file a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Representations and Warranties of the Transaction Entities. Each of EQR the Company and ERPIndependence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership,” and together with the Company, the “Transaction Entities”), jointly and severally, represent represents and warrant warrants to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the Closing Date, each Issuance Date, Underwriter and agrees with each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date and each Applicable Time (each, a “Representation Date”), as followsUnderwriter that: Section 3.01 EQR has filed with the Commission an automatic shelf (a) A registration statement on Form S-3 (File No. 333-156156196033) for in respect of the registration of EQR’s securitiesShares, including a form of prospectus (the Common Shares“Base Prospectus”), under has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Securities and Exchange Commission under (the Securities Act “Commission”) thereunder (such rules and regulations, the “Securities Act Rules and Regulations”), ) and EQR has been filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement The Company and the base prospectus constituting a part thereof (including in each case transactions contemplated by this Agreement meet the informationrequirements of, if anyand comply with the conditions for the use of, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to Form S-3 under the Securities Act. Such registration statement, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to by the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files a registration statement Company with the Commission pursuant to Rule 462(b) of under the Securities Act Regulations (Act, is herein referred to as the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement,” which shall also be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act and contained in the Prospectus referred to below, has become effective and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. As used herein, “Prospectus” means the form of prospectus relating to the Shares, first filed with the Commission pursuant to and within the time limits described in Rule 462 424(b) under the Securities Act and in accordance with Section 6(a)(ii) hereof. The Base Prospectus, as supplemented by each preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference in the Base Prospectus, is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement. Any prospectus included in , any Preliminary Prospectus or the Rule 462 Registration Statement Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to be part refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in effective date of the Registration Statement or the date of such Preliminary Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇Scotiabank, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07)Date, each Request Date and each Applicable Time (each, a “Representation Date”), as follows: Section 3.01 EQR has and ERP have jointly filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156190248) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has and ERP have filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Scotiabank by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR and ERP pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Scotiabank for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files and ERP file a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Representations and Warranties of the Transaction Entities. Each of EQR the Company and ERPIndependence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership,” and together with the Company, the “Transaction Entities”), jointly and severally, represent represents and warrant warrants to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date Underwriter and each Applicable Time (each, a “Representation Date”), as followsagrees with the Underwriter that: Section 3.01 EQR has filed with the Commission an automatic shelf (a) A registration statement on Form S-3 (File No. 333-156156196033) for in respect of the registration of EQR’s securitiesShares, including a form of prospectus (the Common Shares“Base Prospectus”), under has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Securities and Exchange Commission under (the Securities Act “Commission”) thereunder (such rules and regulations, the “Securities Act Rules and Regulations”), ) and EQR has been filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement The Company and the base prospectus constituting a part thereof (including in each case transactions contemplated by this Agreement meet the informationrequirements of, if anyand comply with the conditions for the use of, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to Form S-3 under the Securities Act. Such registration statement, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to by the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files a registration statement Company with the Commission pursuant to Rule 462(b) of under the Securities Act Regulations (Act, is herein referred to as the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement,” which shall also be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act and contained in the Prospectus referred to below, has become effective and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. As used herein, “Prospectus” means the form of prospectus relating to the Shares, first filed with the Commission pursuant to and within the time limits described in Rule 462 424(b) under the Securities Act and in accordance with Section 6(a)(ii) hereof. The Base Prospectus, as supplemented by each preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference in the Base Prospectus, is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement. Any prospectus included in , any Preliminary Prospectus or the Rule 462 Registration Statement Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to be part refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in effective date of the Registration Statement or the date of such Preliminary Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Underwriter.

Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇JPMorgan, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07)Date, each Request Date and each Applicable Time (each, a “Representation Date”), as follows: Section 3.01 EQR has and ERP have jointly filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156190248) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has and ERP have filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ JPMorgan by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR and ERP pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ JPMorgan for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files and ERP file a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Representations and Warranties of the Transaction Entities. Each of EQR and ERPthe Transaction Entities, jointly and severally, represent represents and warrant warrants to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇each Underwriter and agrees with each Underwriter that: (a) A registration statement on Form S-11 (File No. 333-192403) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (such rules and regulations, the “Securities Act Rules and Regulations”) and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Securities Act Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to the Representative. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A under the Securities Act and contained in the Prospectus referred to below, has become effective under the Securities Act and no post-effective amendment to the Registration Statement has been filed as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date date of this equity underwriting agreement (as defined in Section 4.07), each Request Date and each Applicable Time (each, a this “Representation DateAgreement”), as follows: Section 3.01 EQR has . “Prospectus” means the form of prospectus first filed with the Commission an automatic shelf registration statement on Form S-3 (Nopursuant to and within the time limits described in Rule 424(b) under the Securities Act. 333-156156Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has filed such amendments thereto as may have been required prior to the execution termination of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from Shares by the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may beUnderwriters.

Representations and Warranties of the Transaction Entities. Each of EQR the Company and ERPIndependence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), jointly and severally, represent represents and warrant warrants to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the Closing Date, each Issuance Date, Underwriter and agrees with each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date and each Applicable Time (each, a “Representation Date”), as followsUnderwriter that: Section 3.01 EQR has filed with the Commission an automatic shelf (a) A registration statement on Form S-3 (File No. 333-156156196033) for in respect of the registration of EQR’s securitiesShares, including a form of prospectus (the Common Shares“Base Prospectus”), under has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Securities and Exchange Commission under (the Securities Act “Commission”) thereunder (such rules and regulations, the “Securities Act Rules and Regulations”), ) and EQR has been filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement The Company and the base prospectus constituting a part thereof (including in each case transactions contemplated by this Agreement meet the informationrequirements of, if anyand comply with the conditions for the use of, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to Form S-3 under the Securities Act. Such registration statement, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to by the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files a registration statement Company with the Commission pursuant to Rule 462(b) of under the Securities Act Regulations (Act, is herein referred to as the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement,” which shall also be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act and contained in the Prospectus referred to below, has become effective and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. As used herein, “Prospectus” means the form of prospectus relating to the Shares, first filed with the Commission pursuant to and within the time limits described in Rule 462 424(b) under the Securities Act and in accordance with Section 6(a)(ii) hereof. The Base Prospectus, as supplemented by each preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference in the Base Prospectus, is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement. Any prospectus included in , any Preliminary Prospectus or the Rule 462 Registration Statement Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to be part refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in effective date of the Registration Statement or the date of such Preliminary Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇BNYMCM, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07)Date, each Request Date and each Applicable Time (each, a “Representation Date”), as follows: Section 3.01 EQR has and ERP have jointly filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156190248) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has and ERP have filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BNYMCM by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR and ERP pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BNYMCM for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files and ERP file a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations (the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462 Registration Statement. Any prospectus included in the Rule 462 Registration Statement shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

Representations and Warranties of the Transaction Entities. Each of EQR the Company and ERPIndependence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), jointly and severally, represent represents and warrant warrants to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the Closing Date, each Issuance Date, Underwriter and agrees with each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date and each Applicable Time (each, a “Representation Date”), as followsUnderwriter that: Section 3.01 EQR has filed with the Commission an automatic shelf (a) A registration statement on Form S-3 (File No. 333-156156218130) for in respect of the registration of EQR’s securitiesShares, including a form of prospectus (the Common Shares“Base Prospectus”), under has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Securities and Exchange Commission under (the Securities Act “Commission”) thereunder (such rules and regulations, the “Securities Act Rules and Regulations”), ) and EQR has been filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement The Company and the base prospectus constituting a part thereof (including in each case transactions contemplated by this Agreement meet the informationrequirements of, if anyand comply with the conditions for the use of, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to Form S-3 under the Securities Act. Such registration statement, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to by the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Program Shares hereunder. If EQR files a registration statement Company with the Commission pursuant to Rule 462(b) of under the Securities Act Regulations (Act, is herein referred to as the “Rule 462 Registration Statement”), then, after such filing, all references to “Registration Statement,” which shall also be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act and contained in the Prospectus referred to below, has become effective and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. As used herein, “Prospectus” means the form of prospectus relating to the Shares, first filed with the Commission pursuant to and within the time limits described in Rule 462 424(b) under the Securities Act and in accordance with Section 5(a)(ii) hereof. The Base Prospectus, as supplemented by each preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference in the Base Prospectus, is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement. Any prospectus included in , any Preliminary Prospectus or the Rule 462 Registration Statement Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to be part refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in effective date of the Registration Statement or the date of such Preliminary Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus; and all references in this Agreement to amendments or supplements to the Registration Statement and the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Underwriters.