Common use of Distribution of Offering Material By the Company Clause in Contracts

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed or authorized the distribution of, and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered SecuritiesOffering, any offering material in connection with the offering and sale of the Offered Securities Offering other than a preliminary prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed or authorized the distribution of, and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered SecuritiesOffering, any offering material in connection with the offering and sale of the Offered Securities Offering other than a preliminary prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed or authorized the distribution of, and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities Offering other than a preliminary prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ purchase distribution of the Offered Underwritten Securities, any offering material in connection with the offering and sale of the Offered Underwritten Securities other than a preliminary prospectusthe Registration Statement or any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed identified in the Terms Agreement and consented to by any electronic road show or other written communications identified in the UnderwritersTerms Agreement (collectively, and the Registration Statement“Company Additional Written Communication”).

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities Offering other than a preliminary prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed distributed, and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities Securities, other than a preliminary prospectusthe Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase placement of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase Underwriter’s placement of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the UnderwritersUnderwriter, and the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriter’s distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Underwriters, Underwriter (which consent shall not be unreasonably withheld) and the Registration Statement.free writing prospectuses, if any, identified on Schedule C.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Preliminary Prospectus Supplement, the Final Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and Representatives or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase Underwriter’s placement of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the UnderwritersUnderwriter, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a the preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering Offering and sale of the Offered Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ Underwriter’s purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the UnderwritersUnderwriter, and the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriter’s distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus reviewed and free writing prospectus reviewed, consented to by the Underwriters, Underwriter and the Registration Statementidentified in Schedule A hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusprospectus (including the Pre-Pricing Prospectus), the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and Representatives or referenced in Exhibit E hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesStock, any offering material in connection with the offering and sale of the Offered Securities Stock other than a preliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and nor will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration StatementRepresentatives.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, distribute prior to the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering Offering and sale of the Offered Securities other than a preliminary prospectusthe Preliminary Prospectuses, the ProspectusProspectuses, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered Public Securities, any offering material in connection with the offering and sale of the Offered Public Securities other than a preliminary prospectusthe Preliminary Prospectuses, the Time of Sale Prospectus, the U.S. Prospectus, and any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Representative on behalf of the Underwriters, and or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, if any, and the Registration Statementother documents identified in Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering offer and sale of the Offered Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus reviewed and free writing prospectus reviewed, consented to by the Underwriters, Underwriters and the Registration Statementidentified in Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase Underwriter’s placement of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the UnderwritersUnderwriter, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesStock, any offering material in connection with the offering and sale of the Offered Securities Stock other than a preliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Underwriters, and the Registration StatementRepresentative.

Distribution of Offering Material By the Company. The Company has not distributed and or will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and or will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ purchase Underwriter’s distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration StatementUnderwriter.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and the Registration Statementfree writing prospectuses, if any, identified in Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, the free writing prospectuses, if any, identified on Schedule B hereto and the Registration Statementany Permitted Section 5(d) Communications.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives (such consent not to be unreasonably withheld, and conditioned or delayed), the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusprospectus (including the Pre-Pricing Prospectus), the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and Representatives or referenced in Exhibit F hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Underwriters, Underwriters (which consent shall not be unreasonably withheld) and the Registration Statement.free writing prospectuses, if any, identified on Schedule C.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriter’s distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersUnderwriter, which consent shall not be unreasonably withheld, the free writing prospectuses, if any, identified on Schedule B hereto and the Registration Statementany Permitted Section 5(d) Communications.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase ' distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Co-Lead Underwriters on behalf of the Underwriters, and or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase Underwriter’s distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersUnderwriter, and or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesUnits, any offering material in connection with the offering and sale of the Offered Securities Units other than a preliminary prospectusthe Registration Statement, the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, and any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Lead Underwriter on behalf of the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus reviewed and free writing prospectus reviewed, consented to by the Underwriters, Representative and the Registration Statementidentified in Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the Closing Date and the completion of the Underwriters’ purchase Underwriter’s distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and Underwriter or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, which consent shall not be unreasonably withheld, the free writing prospectuses, if any, identified on Schedule B hereto and the Registration Statementany Permitted Rule 163B Communications.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and the Registration Statementif any, identified on Schedule C hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, the free writing prospectuses, if any, identified on Schedule C hereto and the Registration Statementany Permitted Section 5(d) Communications.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersJefferies, and or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Depositary Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Depositary Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statementas reflected in Schedule A hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and BAS or included in Schedule C hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and or the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriter’s distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersUnderwriter, if any, and the Registration Statementother documents identified in Schedule A hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase Underwriter’s distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Preliminary Prospectus Supplement, the Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Underwriters, and Underwriter or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered SecuritiesUnits, any offering material in connection with the offering and sale of the Offered Securities Units other than a preliminary prospectusPreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.. ​

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the completion of the Underwriters’ purchase Underwriter’s distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersUnderwriter, and or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters' distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and the Registration Statementfree writing prospectuses, if any, identified on Schedule IV hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ purchase distribution of the Offered Underwritten Securities, any offering material in connection with the offering and sale of the Offered Underwritten Securities other than a preliminary prospectusthe Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, Representative(s) and included in Annex II to the applicable Terms Agreement or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesStock and Warrants, any offering material in connection with the offering and sale of the Offered Securities Stock and Warrants other than a preliminary prospectus, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, if any, and the Registration Statementother documents identified in Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase ' distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and Representatives or included in Schedule B hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters' distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus reviewed and free writing prospectus reviewed, consented to by the Underwriters, Underwriters and the Registration Statementidentified in Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters' distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and the Registration Statementfree writing prospectuses, if any, identified on Schedule II hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriter’s distribution of the Depositary Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Depositary Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersUnderwriter, and the Registration Statementas reflected in Schedule A hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statementif any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus reviewed and free writing prospectus reviewed, consented to by the Underwriters, Representatives and the Registration Statementidentified in Schedule II hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Co-Lead Underwriters, and or the Registration Statement.. (o)

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Underwriters, Representatives and the Registration Statementinformation and free writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, the free writing prospectuses, if any, identified on Schedule B hereto and the Registration Statementany Permitted Section 5(d) Communications.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Preliminary Prospectus Supplement, the Final Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and Representatives or the Registration Statement.;

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriter’s distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersUnderwriter or the free writing prospectuses, and the Registration Statementif any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, the free writing prospectuses, if any, identified on Schedule B hereto and the Registration Statementany Permitted Rule 163B Communications.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto and any Permitted Section 5(d) Communications.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesUnits, any offering material in connection with the offering and sale of the Offered Securities Units other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectuses, and any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Lead Underwriter on behalf of the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersLead Underwriter, and or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Co-Lead Underwriters on behalf of the Underwriters, and or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Underwriters, Representatives and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase Underwriter’s placement of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not used, distributed or referred to and will not distributeuse, distribute or refer to, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any written offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to previously approved by the Underwriters, Underwriters and the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, the Issuer Free Writing Prospectuses, if any, identified on Schedule B-2 hereto and the Registration Statementany Permitted Rule 163(B) Communications.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and or the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed or authorized the distribution of, and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentative, and the Registration Statement.free writing prospectuses, if any, identified on Schedule B.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ purchase Underwriter’s distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and Underwriter or included in Schedule A hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the UnderwritersUnderwriter’ purchase placement of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the UnderwritersUnderwriter, and the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriter’s distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the ProspectusTime of Sale Information, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersUnderwriter, which consent shall not be unreasonably withheld, the free writing prospectuses, if any, identified on Schedule B hereto and the Registration Statementany Permitted Section 5(d) Communications.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Underwriters, Representatives and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed or authorized the distribution of, and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Underwriters, and Underwriters or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and or will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ purchase Underwriter’s distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration StatementUnderwriter.

Distribution of Offering Material By the Company. The Company has not distributed and nor will not it distribute, prior to the later of the Closing Date and the completion of the Underwriters’ purchase Underwriter’s distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration StatementUnderwriter.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior Prior to the completion of the Underwriters’ purchase distribution of the Offered SecuritiesShares, the Company has not distributed, and will not distribute, any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives (which consent shall not be unreasonably withheld), and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, distribute prior to the completion of the Underwriters’ purchase distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Preliminary Prospectuses, the ProspectusProspectuses, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and or the Registration Statement.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and which consent shall not be unreasonably withheld, the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Offered Shares, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities Shares other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersUnderwriters or the free writing prospectuses, and the Registration Statementif any, identified on Schedule C hereto.

Distribution of Offering Material By the Company. The Prior to the completion of the Underwriters’ distribution of the Securities, the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, distribute any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectusthe Registration Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the UnderwritersRepresentatives, and the Registration Statementfree writing prospectuses, if any, identified on Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a the preliminary prospectusprospectus supplement, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.