Common use of Disclosure Representation Clause in Contracts

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters and the subsections captioned "Pricing of Securities" (first paragraph only) contained in the section of the Prospectus entitled "Underwriting."

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters and the subsections captioned "“Pricing of Securities" ” (first paragraph only) contained in the section of the Prospectus entitled "“Underwriting."”

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters and the subsections captioned "“Pricing of Securities" ” (first paragraph only) contained in the section of the Prospectus entitled "“Underwriting."”

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, and as of the Closing Date, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale and as of the Closing Date, does not and will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters and paragraphs six and ten of the subsections subsection captioned "Pricing of Securities" (first paragraph only) “Underwriting Terms” contained in the section of the Prospectus entitled "“Underwriting."” The Company has not prepared or used a “free writing prospectus” as defined in Rule 405 under the Act, in connection with the offering of Securities.

Disclosure Representation. The Registration Statement has been declared effective by the Commission under the Securities Act. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon at the filing or first use (within the meaning date hereof, as of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the as of each Option Closing Date, if any, the Registration Statement did and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to comply with the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) of the Securities Act, at the Closing Date and at any Option Closing Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities Public Units or any amendment thereto or pursuant to Rule 424(a) of the Regulationsthereto) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied complied, or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply comply, in all material respects with the applicable provisions of the Act and the Regulations and and, at the Time of Sale, did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters through the Representatives, by the Representative or on behalf of any Underwriter, expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names following information, to the extent applicable, in the Sale Preliminary Prospectus and the Prospectus (“Underwriter’s Information”): (i) the last paragraph on the front cover page concerning the terms of the several offering by the Underwriters; and (ii) the statements concerning the Underwriters and the subsections captioned "Pricing of Securities" (first paragraph only) contained in the section of [●] under the Prospectus entitled "heading “Underwriting."”

Disclosure Representation. The Registration Statement has been declared effective by the Commission under the Securities Act. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon at the filing or first use (within the meaning date hereof, as of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the as of each Option Closing Date, if any, the Registration Statement did and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to comply with the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (a) The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) of the Securities Act, at the Closing Date and at any Option Closing Date and (b) any individual Written Testing-the-Waters Communication (as defined in Section 2.37.2 below) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities Public Units or any amendment thereto or pursuant to Rule 424(a) of the Regulationsthereto) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied complied, or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply comply, in all material respects with the applicable provisions of the Act and the Regulations and and, at the Time of Sale, did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters through the Representative, by the Representative or on behalf of any Underwriter, expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names following information, to the extent applicable, in the Sale Preliminary Prospectus and the Prospectus (“Underwriter’s Information”): (i) the last paragraph on the front cover page concerning the terms of the several offering by the Underwriters; and (ii) the statements concerning the Underwriters and the subsections captioned "Pricing of Securities" (first paragraph only) contained in the section of [●] under the Prospectus entitled "heading “Underwriting."”

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, and as of the Closing Date, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale and as of the Closing Date, does not and will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters and the subsections captioned "“Pricing of Securities" ” (first paragraph only) contained in the section of the Prospectus entitled "“Underwriting."” The Company has not prepared or used a “free writing prospectus” as defined in Rule 405 under the Act, in connection with the offering of Securities.

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following information contained in the section of the Prospectus entitled “Underwriting.”: the names of the several Underwriters and the subsections captioned "“State Blue Sky Information,” “Discretionary Accounts,” and “Pricing of Securities" ” (first paragraph only) contained in the section of the Prospectus entitled "Underwriting)."

Disclosure Representation. The Registration Statement has been declared effective by the Commission under the Securities Act. At the time the Registration Statement, or any post post-effective amendment to the Registration Statement, became effective, upon at the filing or first use (within the meaning date hereof, as of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the as of each Option Closing Date, if any, the Registration Statement did and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to comply with the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (a) The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) of the Securities Act, at the Closing Date and at any Option Closing Date and (b) any individual Written Testing-the-Waters Communication (as defined in Section 2.37.2 below) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities Public Units or any amendment thereto or pursuant to Rule 424(a) of the Regulationsthereto) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied complied, or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply comply, in all material respects with the applicable provisions of the Act and the Regulations and and, at the Time of Sale, did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters through the Representatives, by the Representative or on behalf of any Underwriter, expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names following information, to the extent applicable, in the Sale Preliminary Prospectus and the Prospectus (“Underwriter’s Information”): (i) the last sentence on the front cover page concerning the terms of the several offering by the Underwriters; and (ii) the statements concerning the Underwriters and the subsections captioned "Pricing of Securities" (first paragraph only) contained in the section of full paragraph under the Prospectus entitled "heading “Underwriting."”

Disclosure Representation. The Registration Statement has been declared effective by the Commission under the Securities Act. At the time the Registration Statement, or any post post-effective amendment to the Registration Statement, became effective, upon at the filing or first use (within the meaning date hereof, as of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the as of each Option Closing Date, if any, the Registration Statement did and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to comply with the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (a) The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) of the Securities Act, at the Closing Date and at any Option Closing Date and (b) any individual Written Testing-the-Waters Communication (as defined in Section 2.37.2 below) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities Public Units or any amendment thereto or pursuant to Rule 424(a) of the Regulationsthereto) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied complied, or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply comply, in all material respects with the applicable provisions of the Act and the Regulations and and, at the Time of Sale, did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters through the Representatives, by the Representative or on behalf of any Underwriter, expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names following information, to the extent applicable, in the Sale Preliminary Prospectus and the Prospectus (“Underwriter’s Information”): (i) the last sentence on the front cover page concerning the terms of the several offering by the Underwriters; and (ii) the statements concerning the Underwriters and the subsections captioned "Pricing of Securities" (first paragraph only) contained in the section of first, third, tenth and eleventh full paragraphs under the Prospectus entitled "heading “Underwriting."”

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters and the subsections captioned "“Pricing of Securities" ” (first paragraph only) contained in the section of the Prospectus entitled "“Underwriting."”

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters and the subsections captioned "Pricing of Securities" (first paragraph only) contained in the section of the Prospectus entitled "UnderwritingUnderwriters."

Disclosure Representation. At the time the Registration Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus (including the Sale Preliminary Prospectus) or the Prospectus, nor, in each case, any amendment thereof or supplement thereto, on their respective dates, and as of the Closing Date, did, does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale and as of the Closing Date, does not and will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters and the subsections captioned "“Pricing of Securities" ” (first paragraph only) contained in the section of the Prospectus entitled "“Underwriting."” The Company has not prepared or used a “free writing prospectus” as defined in Rule 405 under the Act, in connection with the offering of Securities.