Common use of Contents of Registration Statement Clause in Contracts

Contents of Registration Statement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the Prospectus.

Contents of Registration Statement. On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the Securities, (i) The the Registration StatementStatement and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary or make statements therein in light of the circumstances in which they were made, not misleading; provided, however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriters' Warrants, to the Selling Security Holders named in the Registration Statement, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the ProspectusCompany.

Contents of Registration Statement. As of the time any part of the Registration Statement (ior any post-effective amendment thereto, including a registration statement (if any) The Registration Statement, when it filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, (iib) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iiic) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein, therein and (ive) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), d) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are is the statements specifically relating to (ai) the aggregate number of Firm Shares that the Representatives Underwriters have severally agreed to purchase contained in the first [ • ] paragraph under the Section section captioned “"Underwriting” " in the Registration Statement and the Prospectus, (bii) the concession and reallowance figures contained in the paragraph captioned “"Commissions and Discounts” " under the Section captioned “section caption "Underwriting” " in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in Registration Statement and the Prospectus, and (diii) stabilizing and passive market making activities under the paragraph captioned “"Short Sales, Stabilizing Transactions and Penalty Bids” " under the Section section captioned “"Underwriting” " in the Registration Statement and the Prospectus.

Contents of Registration Statement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus Prospectus, when first used to confirm the sales of the Shares, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned caption “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market MakingDiscretionary Accounts” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the Prospectus.

Contents of Registration Statement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement . Each preliminary prospectus and the Prospectus are based on or derived from sources that when filed complied in all material respects with the Company believes Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be reliable and accurate. With respect permitted by Regulation S-T under the Securities Act), was identical to the exception set forth at clause (iii), the Company acknowledges that the only information furnished in writing by copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Shares. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time it became effective and at all subsequent times during which a Prospectus is required to be delivered, complied and will comply in all material respects with the Securities Act. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the Prospectusfiled as required.

Contents of Registration Statement. On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the Securities, (i) The the Registration StatementStatement and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary or make statements therein in light of the circumstances in which they were made, not misleading; provided, however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriters' specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriters hereby represent and warrant to the Company is true and correct in all material respects and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriters' Warrants, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the ProspectusCompany.

Contents of Registration Statement. On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the Securities, (i) The the Registration StatementStatement and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary or make statements therein in light of the circumstances in which they were made, not misleading; provided, however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriters hereby represent and warrant to the Company are true and correct in all material respects and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriters' Warrant, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the ProspectusCompany.

Contents of Registration Statement. (A). (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement Statement, the Statutory Prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, and (iii) the Statutory Prospectus does and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement Statement, the Statutory Prospectus or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement, the Statutory Prospectus or the Prospectus captioned “Underwriting” that was furnished to the Company in writing by such Underwriter through you expressly for use therein, therein and (iv) the statistical and market-related data included in the Registration Statement Statement, Statutory Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), ) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are is the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives Underwriters have severally agreed to purchase contained in the first paragraph under the Section section captioned “Underwriting” in the Registration Statement and the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned section caption “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in Registration Statement and the Prospectus, and (dc) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section section captioned “Underwriting” in the Registration Statement and the Prospectus.

Contents of Registration Statement. On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the Securities, (i) The the Registration StatementStatement and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary or make statements therein in light of the circumstances in which they were made, not misleading; provided, however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriters specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriters hereby represents and warrants to the Company is true and correct in all material respects and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriters' Warrant, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the ProspectusCompany.

Contents of Registration Statement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement complied when it became effective, complies and, as amended or supplemented, if applicable, will comply and the Prospectus comply complies and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, thereunder and (iii) the Prospectus does and any preliminary prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you the Representatives expressly for use therein. The Chief Executive Office and the Chief Financial Officer of the Company have signed, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect has furnished to the exception set forth at clause (iii)Commission, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company acknowledges that nor any of its officers has received notice from any governmental entity questioning or challenging the only information furnished in writing by accuracy, completeness, form or manner of filing or submission of such certifications. The Company’s Subsidiary is not required to file any forms, reports or other documents with the Underwriters for use in the Registration Statement or the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the ProspectusCommission.

Contents of Registration Statement. Up to the Closing Date and the Option Closing Date, if any: (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned “Underwriting” that was furnished to the Company in writing by such Underwriter through you expressly for use therein, therein and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), ) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are is the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives Underwriters have severally agreed to purchase contained in the first second paragraph under the Section section captioned “Underwriting” in the Registration Statement and the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned section caption “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in Registration Statement and the Prospectus, and (dc) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section section captioned “Underwriting” in the Registration Statement and the Prospectus.

Contents of Registration Statement. On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the Securities, (i) The the Registration StatementStatement and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary or make statements therein in light of the circumstances in which they were made, not misleading; provided, however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the identity of the Underwriter's Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriter's Warrant, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the ProspectusCompany.

Contents of Registration Statement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and Prospectus captioned “Underwriting” that was furnished to the Company in writing by such Underwriter through you expressly for use therein, the Underwriters and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), ) the Company acknowledges parties hereto acknowledge that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are is the statements under the section captioned “Underwriting” in the Registration Statement and Prospectus (a) specifically relating to (a) the aggregate number of Firm Shares that the Representatives Underwriters have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectuspurchase, (b) regarding the concession and reallowance figures contained in date of delivery of the paragraph captioned Shares, (c) under the caption “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus”, and (d) stabilizing and passive market making activities under the paragraph captioned caption “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the Prospectus.”

Contents of Registration Statement. As of the time any part of the Registration Statement (ior any post-effective amendment thereto, including a registration statement (if any) The Registration Statement, when it filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain andor, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, (iib) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iiic) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, and (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at in clause (iiic), the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are is the statements specifically relating to (ai) the aggregate number of Firm Shares that the Representatives Underwriters have severally agreed to purchase contained in the table immediately following the first paragraph under the Section section captioned “"Underwriting” " in the Registration Statement and the Prospectus, (bii) the date of delivery of the Shares in the third paragraph of the section captioned "Underwriting" in the Registration Statement and the Prospectus, (iii) concession and reallowance figures contained in the first paragraph under the section captioned “"Underwriting—Commissions and Discounts” under the Section captioned “Underwriting” " in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in Registration Statement and the Prospectus, and (div) stabilizing and passive market making activities under the paragraph section captioned “"Underwriting—Short Sales, Stabilizing Transactions and Penalty Bids” under " in the Section captioned “Underwriting” in Registration Statement and the Prospectus.

Contents of Registration Statement. On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the Securities, (i) The the Registration StatementStatement and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary or make statements therein in light of the circumstances in which they were made, not misleading; provided, however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the identity of the Underwriter's Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriter's Unit Purchase Options, to the Selling Security Holders named in the Registration Statement, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the ProspectusCompany.

Contents of Registration Statement. On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the Securities, (i) The the Registration StatementStatement and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary or make statements therein in light of the circumstances in which they were made, not misleading; provided, however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriter's Warrants, to the Selling Security Holders named in the Registration Statement, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the ProspectusCompany.

Contents of Registration Statement. As of the time any part of the Registration Statement (ior any post-effective amendment thereto, including a registration statement (if any) The Registration Statement, when it filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, (iib) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iiic) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein, therein and (ive) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), d) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are is the statements specifically relating to (ai) the aggregate number of Firm Shares that the Representatives Underwriters have severally agreed to purchase contained in the table immediately following the first paragraph under the Section section captioned “"Underwriting” " in the Registration Statement and the Prospectus, (bii) the concession and reallowance figures contained in the second paragraph captioned “Commissions and Discounts” under the Section captioned “section caption "Underwriting” " in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in Registration Statement and the Prospectus, and (diii) stabilizing and passive market making activities under paragraphs twelve, thirteen and fourteen in the paragraph section captioned “Short Sales, Stabilizing Transactions "Underwriting" in the Registration Statement and Penalty Bids” under the Section captioned “Underwriting” in the Prospectus.

Contents of Registration Statement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included in the Registration Statement . Each preliminary prospectus and the Prospectus are based on or derived from sources that when filed complied in all material respects with the Company believes Securities Act and, if filed by electronic transmission pursuant to EDGAR (except as may be reliable and accurate. With respect permittex xx Regulation S-T under the Securities Act), was identical to the exception set forth at clause (iii), the Company acknowledges that the only information furnished in writing by copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Shares. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time it became effective and at all subsequent times during which a Prospectus is required to be delivered, complied and will comply in all material respects with the Securities Act. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or the Prospectus are the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives have severally agreed to purchase contained in the first paragraph under the Section captioned “Underwriting” in the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (d) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section captioned “Underwriting” in the Prospectusfiled as required.

Contents of Registration Statement. (A). (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement Statement, the Statutory Prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, and (iii) the Statutory Prospectus does and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement Statement, the Statutory Prospectus or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement, the Statutory Prospectus or the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein, therein and (iv) the statistical and market-related data included in the Registration Statement Statement, Statutory Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (iii), ) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus are is the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives Underwriters have severally agreed to purchase contained in the first paragraph under the Section section captioned “"Underwriting” " in the Registration Statement and the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “"Commissions and Discounts” " under the Section captioned “section caption "Underwriting” " in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in Registration Statement and the Prospectus, and (dc) stabilizing and passive market making activities under the paragraph captioned “"Short Sales, Stabilizing Transactions and Penalty Bids” " under the Section section captioned “"Underwriting” " in the Registration Statement and the Prospectus.

Contents of Registration Statement. (A). (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement Statement, the Statutory Prospectus and the Prospectus Prospectus, comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Statutory Prospectus does and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement Statement, the Statutory Prospectus or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement, the Statutory Prospectus or the Prospectus captioned “Underwriting” that was furnished to the Company in writing by such Underwriter through you expressly for use therein, and (iv) the statistical and market-related data included or incorporated by reference in the Registration Statement Statement, Statutory Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at in clause (iii), the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement Statement, Statutory Prospectus or the Prospectus are Prospectus, as the case may be, is the statements specifically relating to (a) the aggregate number of Firm Shares that the Representatives Underwriters have severally agreed to purchase contained in the first paragraph under the Section section captioned “Underwriting” in the Registration Statement and the Prospectus, (b) the concession and reallowance figures contained in the paragraph captioned “Commissions and Discounts” under the Section captioned section caption “Underwriting” in the Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in Registration Statement and the Prospectus, and (dc) stabilizing and passive market making activities under the paragraph captioned “Short Sales, Stabilizing Transactions and Penalty Bids” under the Section section captioned “Underwriting” in the Registration Statement, Statutory Prospectus and the Prospectus.