Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such conflict or so that the statements in such free writing 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 prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.
Permitted Free Writing Prospectuses. The Company shall furnishrepresents, warrants and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Agent for review,Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a reasonable amount of time prior“free writing prospectus,” as defined in Rule 405, required to be filed with the proposed time of filing or use thereof, a copy of each proposedCommission. Any such free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referredconsented to by the Company and the Company shall not file, useAgent or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any free writing prospectus prepared by or on behalf of, or used by the Company, as the Agentcase may reasonably request. If at any time when a prospectusbe, is required by the Securities Act (including, without limitation, pursuanthereinafter referred to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any“Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflictprospectus,” as defined in Rule 433, and has complied and will comply with the information contained inrequirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Registration Statement or included or would include an untrue statementCommission where required, legending and record keeping. For the purposes of a material fact or omitted or would omit to state a material fact necessary in order to makeclarity, the statements therein, in the light of the circumstances prevailing atparties hereto agree that subsequent time, not misleading, the Company shall promptly amend or supplement suchall free writing prospectus to eliminate or correct such conflict or so that the statementsprospectuses, if any, listed in such free writing 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 prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.Exhibit 23 hereto are Permitted Free Writing Prospectuses.
Use of Free Writing Prospectuses. TheProspectus. Neither the Company shall furnish tonor the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, orhas prepared, used, referred to by the Company and the Company shall not file, use or distributed, or will prepare, use, refer to any proposed free writing prospectus or any amendment or supplement theretodistribute, without the Agent’other party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge,any “written communication” that constitutes a “free writing prospectus” as many copies of any free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required bysuch terms are defined in Rule 405 under the Securities Act (including, without limitation, pursuantwith respect to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date ofoffering contemplated by this Agreement) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplementAgreement (any such free writing prospectus being referred to eliminate or correct such conflict or so that the statements in such free writing prospectusherein 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 prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.“Free Writing Prospectus”).
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