Suspension of Sales. (a) The Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2), suspen
...d any sale of Placement Shares (a "Suspension"); provided, however, that such Suspension shall not affect or impair any party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals named on Schedule 2 hereto, as such Schedule may be amended from time to time. (b) Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.
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Suspension of Sales.
(a) The Company or the
Designated Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on
Schedule 2, Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set fort
...h on Schedule 2), Schedule 3), suspend any sale of Placement Shares (a "Suspension"); provided, however, that such Suspension shall not affect or impair any party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect effect, any obligation under Sections 7(l), 7(m), 7(l), 7(m), 7(n) and 7(n) 7(o) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, Agents shall be waived. Each of the parties agrees that no such notice under this Section 4 4 shall be effective against any other party unless it is made to one of the individuals named on Schedule 2 Schedule 3 hereto, as such Schedule may be amended from time to time. (b) Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.
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Suspension of Sales.
(a) The
Company Company, on the one hand, or the
Designated Agent
or Designated Forward Seller, as the case may be, on the other hand, may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmiss
...ion or email correspondence to each of the individuals of the other party set forth on Schedule 2), suspend any sale of Placement Issuance Shares (a "Suspension"); provided, or Forward Hedge Shares, as the case may be; provided however, that such Suspension suspension shall not affect or impair any either party's obligations with respect to any Placement Issuance Shares or Forward Hedge Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 hereto, 2, as such Schedule may be amended from time to time. (b) Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.
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Suspension of Sales. (a) The Company or
the Agent HCW may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule
2, 2 attached hereto, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth
... on Schedule 2), 2 attached hereto), suspend any sale of Placement Shares (a "Suspension"); Shares; provided, however, that such Suspension suspension shall not affect or impair any either party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties Parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 attached hereto, as such Schedule schedule may be amended in writing from time to time. (b) Notwithstanding any other provision of this Agreement, during any period in which the Company Company's is in possession of material non-public information, the Company and the Agent HCW agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent HCW shall not be obligated to sell or offer to sell any Placement Shares. (c) If either HCW or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and HCW may, at its sole discretion, suspend sales of the Placement Shares under this Agreement. HCW shall calculate on a weekly basis the average daily trading volume (as defined by Rule 100 of Regulation M under the Exchange Act) of the Common Stock.
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Suspension of Sales.
(a) The (a)The Company or
the Agent Cowen may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedu
...le 2), suspend any sale of Placement Shares (a "Suspension"); Shares; provided, however, that such Suspension suspension shall not affect or impair any either party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension suspension is in effect effect, any obligation under Sections 7(l), 7(m), 7(n) and 7(n) 7(o) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, Cowen, shall be waived. waived; provided notwithstanding the foregoing, if the Company subsequently decides to sell Shares in an Agency Transaction following a Bring-Down Date (as defined below) when the Company relied on such waiver and did not provide Cowen with such certificates, opinions, or comfort letters, then before the Company delivers the Placement Notice or Cowen sells any Shares pursuant to such Agency Transaction, the Company shall provide Cowen with such certificates, opinions, or comfort letters. Each of the parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 hereto, as such Schedule schedule may be amended from time to time. (b) Notwithstanding (b)If either Cowen or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen or the Company may, at its sole discretion, suspend sales of the Shares under this Agreement. (c)Notwithstanding any other provision of this Agreement, during any period in which the Company Registration Statement is in possession of material non-public information, no longer effective under the Securities Act, the Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) shall promptly notify Cowen, the Company shall not request the sale of any Placement Shares, and (iii) the Agent Cowen shall not be obligated to sell or offer to sell any Placement Shares.
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Suspension of Sales. (a) The Company or
Cowen (on behalf of the
Agent Agents) may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set
...forth on Schedule 2), suspend any sale of Placement Shares (a "Suspension"); Shares; provided, however, that such Suspension suspension shall not affect or impair any either party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 hereto, as such Schedule schedule may be amended from time to time. (b) If either Cowen (on behalf of the Agents) or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen (on behalf of the Agents) may, at its sole discretion, suspend sales of the Placement Shares under this Agreement. (c) Notwithstanding any other provision of this Agreement, during any period in which the Company Registration Statement is in possession of material non-public information, no longer effective under the Securities Act, the Company and shall promptly notify the Agent agree that (i) no sale of Placement Shares will take place, (ii) Agents, the Company shall not request the sale of any Placement Shares, and (iii) the Agent Agents shall not be obligated to sell or offer to sell any Placement Shares.
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Suspension of Sales. (a) The Company or
the Agent Cowen may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule
2, 2 attached hereto, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set for
...th on Schedule 2), 2 attached hereto), suspend any sale of Placement Shares (a "Suspension"); Shares; provided, however, that such Suspension suspension shall not affect or impair any either 3 party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties Parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 attached hereto, as such Schedule schedule may be amended in writing from time to time. (b) Notwithstanding any other provision of this Agreement, during any period in which the Company Company's is in possession of material non-public information, the Company and the Agent Cowen agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent Cowen shall not be obligated to sell or offer to sell any Placement Shares. (c) If either Cowen or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen may, at its sole discretion, suspend sales of the Placement Shares under this Agreement. Cowen shall calculate on a weekly basis the average daily trading volume (as defined by Rule 100 of Regulation M under the Exchange Act) of the Common Stock.
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Suspension of Sales. (a) The Company or
the Agent Cowen may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule
2, 2 attached hereto, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set for
...th on Schedule 2), 2 attached hereto), suspend any sale of Placement Shares (a "Suspension"); Shares; provided, however, that such Suspension suspension shall not affect or impair any either party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties Parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 attached hereto, as such Schedule schedule may be amended in writing from time to time. 3 (b) Notwithstanding any other provision of this Agreement, during any period in which the Company Company's is in possession of material non-public information, the Company and the Agent Cowen agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent Cowen shall not be obligated to sell or offer to sell any Placement Shares. (c) If either Cowen or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen may, at its sole discretion, suspend sales of the Placement Shares under this Agreement. Cowen shall calculate on a weekly basis the average daily trading volume (as defined by Rule 100 of Regulation M under the Exchange Act) of the Common Stock.
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Suspension of Sales. (a) The Company or
the Agent Cowen may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2),
...suspend any sale of Placement Shares (a "Suspension"); Shares; provided, however, that such Suspension suspension shall not affect or impair any either party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 hereto, as such Schedule schedule may be amended from time to time. (b) Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, information or has knowledge of a "material fact" or "material change" that has not been generally disclosed within the meaning of the Canadian securities laws, the Company and the Agent Cowen agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent Cowen shall not be obligated to sell or offer to sell any Placement Shares. (c) If either Cowen or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen may, at its sole discretion, suspend sales of the Placement Shares under this Agreement. (d) The Registration Statement was filed and automatically became effective on September 10, 2019. Notwithstanding any other provision of this Agreement, during any period in which the Registration Statement is no longer effective under the Securities Act or ceases to be available for use as a result of the Company no longer qualifying as a "well-known seasoned issuer" (as defined in Rule 405 under the Securities Act), the Company shall promptly notify Cowen, the Company shall not request the sale of any Placement Shares, and Cowen shall not be obligated to sell or offer to sell any Placement Shares.
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Suspension of Sales. (a) The Company or
the Agent Leerink may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2)
..., suspend any sale of Placement Shares (a "Suspension"); Shares; provided, however, that such Suspension suspension shall not affect or impair any either party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 hereto, as such Schedule schedule may be amended from time to time. (b) Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Agent Leerink agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent Leerink shall not be obligated to sell or offer to sell any Placement Shares. (c) If either Leerink or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Leerink may, at its sole discretion, suspend sales of the Placement Shares under this Agreement.
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Suspension of Sales. (a) The Company or
the Agent Cowen may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2),
...suspend any sale of Placement Shares (a "Suspension"); Shares; provided, however, that such Suspension suspension shall not affect or impair any either party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension suspension is in effect effect, any obligation under Sections 7(l), Section 7(m), 7(n) and 7(n) 7(o) with respect to the delivery of certificates, opinions or comfort letters to Cowen, shall be waived; provided that, notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date (as defined below) when the Company relied on such waiver and did not provide Cowen with such certificates, opinions, or comfort letters to letters, then before the Agent, Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall be waived. provide Cowen with such certificates, opinions, or comfort letters. Each of the parties agrees that no such notice under this Section 4 shall be effective against any the other party unless it is made to one of the individuals named on Schedule 2 hereto, as such Schedule schedule may be amended from time to time. (b) If either Cowen or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen may, at its sole discretion, suspend sales of the Placement Shares under this Agreement. (c) The Registration Statement was declared effective on February 10, 2023. Notwithstanding any other provision of this Agreement, during any period in which the Company Registration Statement is in possession of material non-public information, no longer effective under the Securities Act, the Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) shall promptly notify Cowen, the Company shall not request the sale of any Placement Shares, and (iii) the Agent Cowen shall not be obligated to sell or offer to sell any Placement Shares.
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