Common use of Compliance with Act Clause in Contracts

Compliance with Act. The Company has prepared and filed with the Commission a registration statement (File Number 333-128384) on Form S-1, including a related preliminary prospectus, for registration under the Act of the offering and sale of the Securities and the Underwriters’ Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company may have filed one or more amendments thereto, including a related Preliminary Prospectus, each of which has previously been furnished to the Representatives. The Company will file with the Commission a final prospectus in accordance with Rule 424(b). As filed, such final prospectus shall contain all information required by the Act and the rules thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised the Representatives, prior to the Execution Time, will be included or made therein. The Statutory Prospectus and the Prospectus will, for purposes of distribution to Canadian Persons, have a Canadian “wrap-around” (the “Canadian Offering Memorandum”). Insofar as they relate to offers or sales of Securities in Canada, all references herein to the Preliminary Prospectus, Statutory Prospectus and the Prospectus shall include the Canadian Offering Memorandum.

Compliance with Act. The Company has prepared and filed with the Commission a registration statement (File Number 333-128384) on Form S-1, including a related preliminary prospectus, for registration under the Act of the offering and sale of the Securities and the Underwriters’ Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company may have filed one or more amendments thereto, including a related Preliminary Prospectus, each of which has previously been furnished to the RepresentativesRepresentative. The Company will file with the Commission a final prospectus in accordance with Rule 424(b). As filed, such final prospectus shall contain all information required by the Act and the rules thereunder and, except to the extent the Representatives Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised the RepresentativesRepresentative, prior to the Execution Time, will be included or made therein. The Statutory Prospectus and the Prospectus will, for purposes of distribution to Canadian Persons, have a Canadian “wrap-around” (the “Canadian Offering Memorandum”). Insofar as they relate to offers or sales of Securities in Canada, all references herein to the Preliminary Prospectus, Statutory Prospectus and the Prospectus shall include the Canadian Offering Memorandum.

Compliance with Act. The Company has prepared and filed with the Commission a registration statement (File Number 333-128384127238) on Form S-1, including a related preliminary prospectus, for registration under the Act of the offering and sale of the Securities and the Underwriters’ Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company may have filed one or more amendments thereto, including a related Preliminary Prospectus, each of which has previously been furnished to the Representativesyou. The Company will file with the Commission a final prospectus in accordance with Rule 424(b). As filed, such final prospectus shall contain all information required by the Act and the rules thereunder and, except to the extent the Representatives Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised the Representativesyou, prior to the Execution Time, will be included or made therein. The Statutory Prospectus and the Prospectus will, for purposes of distribution to Canadian Persons, have a Canadian “"wrap-around” " (the “"Canadian Offering Memorandum”"). Insofar as they relate to offers or sales of Securities in Canada, all references herein to the Preliminary Prospectus, Statutory Prospectus and the Prospectus shall include the Canadian Offering Memorandum.