The Offer Documents. (a) There will be used in connection with the Rights Offering certain materials in addition to the Registration Statement,
any Preliminary Prospectus
and any or the Prospectus
Supplement as filed (each as defined herein), including: (i) all exhibits to the Registration Statement which pertain to the conduct of the Rights
Offering, Offering; and (ii) any soliciting materials relating to the Rights Offering approved by the Company
and (iii) any free writing prospectus with respect to the Rights... Offering filed by the Company (collectively with the Registration Statement Statement, any Preliminary Prospectus and the Prospectus, the "Offer Documents"). The Each Dealer-Manager shall be given an such opportunity to review and comment upon the Offer Documents. (b) The Company agrees to furnish the Dealer-Manager Dealer-Managers with as many copies as it may reasonably request of the final forms of the Offer Documents and the each Dealer-Manager is authorized to use copies of the Offer Documents in connection with its acting as Dealer-Manager. The Dealer-Manager Dealer-Managers hereby agrees agree that it they will not disseminate any written material for or in connection with the solicitation of exercises of Rights pursuant to the Rights Offering other than the Offer Documents. 3 (c) The Company represents and agrees that no solicitation material, other than the Offer Documents and the documents to be filed therewith as exhibits thereto (each in the form of which has been approved by the Dealer-Manager), Dealer-Managers), will be used in connection with the Rights Offering by or on behalf of the Company without the prior approval of the Dealer-Manager, Dealer-Managers, which approval will not be unreasonably withheld. withheld, delayed or conditioned. In the event that the Company uses or permits the use of any such solicitation material in connection with the Rights Offering, then the Dealer-Manager Dealer-Managers shall be entitled to withdraw as Dealer-Manager Dealer-Managers in connection with the Rights Offering and the related transactions without any liability or penalty to the Dealer-Manager or any other Person identified in Section 11 hereof as an "indemnified party," and the each Dealer-Manager shall be entitled to receive the payment of all fees and expenses payable under this Agreement or the Engagement Letter which have accrued to the date of such withdrawal or which otherwise thereafter become payable. (d) As of the date hereof and at all times prior to and following the effectiveness of the Registration statement, the Company and its officers, directors and Affiliates shall abide by all rules and regulations of the Commission relating to public offerings, including, without limitation, those relating to public statements and disclosures of material non-public information. withdrawal.
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The Offer Documents. (a) There
will may be used in connection with the Rights Offering certain materials in addition to the Registration Statement,
Preliminary the Prospectus and
any the Prospectus Supplement
as filed (each as defined
herein), herein) as filed or to be filed, including:
(i) all exhibits to the Registration Statement which pertain to the conduct of the Rights Offering, (ii) any soliciting materials relating to the Rights Offering
specifically approved
by the Company and (iii) any free writing... prospectus with respect to the Rights Offering filed by the Company (collectively with the Registration Statement Statement, the Prospectus and the Prospectus, Prospectus Supplement, the "Offer Documents"). The Dealer-Manager shall be given an opportunity to review and comment upon the Offer Documents. (b) The Company agrees to furnish the Dealer-Manager with as many copies as it may reasonably request of the final forms of the Offer Documents and the Dealer-Manager is authorized to use copies of the Offer Documents in connection with its acting as Dealer-Manager. The Dealer-Manager hereby agrees that it will not disseminate any written material for or in connection with the solicitation of exercises of Rights pursuant to the Rights Offering other than the Offer Documents. Without limiting the foregoing, the Dealer-Manager will not use or disseminate any free-writing prospectus filed by the Company without the approval of the Company. 3 (c) The Company represents and agrees that no solicitation material, other than the Offer Documents and the documents to be filed therewith or as exhibits thereto or to one or more Current Reports on Form 8-K filed or to be filed in connection with the Rights Offering (each in substantially the form of which has been approved by the Dealer-Manager), will be used in connection with the Rights Offering by or on behalf of the Company without the prior approval of the Dealer-Manager, which approval will not be unreasonably withheld. In The Dealer-Manager represents and agrees that no solicitation material, other than the event that Offer Documents and the Company uses documents to be filed therewith or permits the use of any such solicitation material in connection with the Rights Offering, then the Dealer-Manager shall as exhibits thereto or to one or more Current Reports on Form 8-K filed or to be entitled to withdraw as Dealer-Manager filed in connection with the Rights Offering and will be used in connection with the related transactions without any liability or penalty to Rights Offering by the Dealer-Manager or any other Person identified in Section 11 hereof as an "indemnified party," and without the Dealer-Manager shall be entitled to receive the payment of all fees and expenses payable under this Agreement or the Engagement Letter which have accrued to the date of such withdrawal or which otherwise thereafter become payable. (d) As prior approval of the date hereof and at all times prior to and following the effectiveness of the Registration statement, the Company and its officers, directors and Affiliates shall abide by all rules and regulations of the Commission relating to public offerings, including, without limitation, those relating to public statements and disclosures of material non-public information. Company.
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