Common use of Company is a Well-Known Seasoned Issuer Clause in Contracts

Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at the Time of Sale, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Closing Date; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.

Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities Shares in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at the Execution Time of Salethis Agreement, the Company was and is a “well well-known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Closing Date; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form form, and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form. The Company meets the requirements for use of its registration statement on Form S-3 (File No. 333- 195592) under the Securities Act for the offer and sale of the Shares as contemplated by this Agreement.

Company is a Well-Known Seasoned Issuer. (i) At the time of the initial filing of the Registration Statement, (ii) at the time of the most recent amendment thereto thereto, if any, for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), ) and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities Shares in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at the Time of Sale, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Closing DateExecution Time; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.

Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities Shares in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at the Execution Time of Salethis Agreement, the Company was and is a “well "well-known seasoned issuer” " as defined in Rule 405 of the Securities Act. The Registration Statement is an “"automatic shelf registration statement,” " as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Closing Date; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form form, and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form. The Company meets the requirements for use of its registration statement on Form S-3 (File No. 333-138970) under the Securities Act for the offer and sale of the Shares as contemplated by this Agreement.

Company is a Well-Known Seasoned Issuer. (iA) At the time original effectiveness of filing the Registration Statement, (iiB) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiC) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities Notes in reliance on the exemption of Rule 163 of the Securities Act, and (ivD) at the Time date of Salethis Agreement and (E) at the Initial Sale Time, the Company was and is a “well well-known seasoned issuer,” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective upon its original filing not more than three years prior to the Closing DateExecution Time and automatically became effective upon the filing of the Post-Effective Amendment No. 1; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.

Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post effective post‑effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of under the Securities Act) made any offer relating to the Securities Notes in reliance on the exemption of Rule 163 of under the Securities Act, and (iv) at as of the Time of SaleExecution Time, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of under the Securities Act. The Registration Statement is an “automatic shelf ACTIVE 228400414v.4 registration statement,” as defined in Rule 405 of under the Securities Act, that automatically became effective not more than three years prior to the Closing DateExecution Time; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of under the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.