Common use of Filing and Effectiveness of Registration Statement; Certain Defined Terms Clause in Contracts

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission (as defined below) a registration statement on Form S-3 (No. 333-194517) covering the registration of the Offered Securities under the Act (as defined below), including a related preliminary prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplement. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below), that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20, 2014 at 4:30 p.m. (Eastern Time). The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission (as defined below) a registration statement on Form S-3 S-1 (No. 333-194517144894) covering the registration of the Offered Securities under the Act (as defined below)Act, including a related preliminary prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplementprospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below)Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20, 2014 at 4:30 p.m. (Eastern Time)”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.”. The Initial Registration Statement and the Additional Registration Statement are referred to collectively as the “Registration Statements” and individually as a “Registration Statement”. A “Registration Statement” with reference to a particular time means the Initial Registration Statement and any Additional Registration Statement as of such time. A “Registration Statement” without reference to a time means such Registration Statement as of its Effective Time. For purposes of the foregoing definitions, 430A Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time specified in Rule 430A. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as defined belowamended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a registration statement Registration Statement (as hereinafter defined) on Form S-3 S-1 (No. 333-194517) covering the registration of the Offered Securities under the Act (as defined below218216), including a Preliminary Prospectus (as hereinafter defined), and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or prospectuses and a preliminary prospectus supplement or prospectus supplement. At any particular time, this initial registration statement, in the form then on file filed with the Commission, including all material then incorporated Commission by reference therein, all information contained the Company pursuant to Rule 424(a) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (if any) pursuant to Rule 462(b) including all exhibits, financial schedules and then all documents and information deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined belowRegistration Statement), that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20, 2014 at 4:30 p.m. (Eastern Time). The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules and Regulations. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Initial Registration Statement and, if applicable, the Additional shall also be deemed to include such 462(b) Registration Statement. No stop order suspending The term “Prospectus” as used in this Agreement means the effectiveness of prospectus in the form included in the Registration Statement or any post-effective amendment thereto has been issued under at the Act, no order preventing or suspending the use time of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending effectiveness or, to if Rule 430A of the Company’s knowledgeRules and Regulations is relied on, contemplated. The Company has complied the term Prospectus shall also include the Prospectus filed with each request (if any) from the Commission for additional informationpursuant to and within the time limits described in Rule 424(b) of the Rules and Regulations. For purposes of this underwriting agreement (this “Agreement:”):

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission (as defined below) a registration statement on Form S-3 (No. 333-194517208956) covering the registration of the Offered Securities Shares under the Act (as defined below)Act, including a related preliminary base prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplement(the “Base Prospectus”). At any particular time, this initial Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form then on file with in which it became effective under the CommissionAct, including all material then documents incorporated or deemed to be incorporated by reference therein, all therein and any information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below), that in any case has not then been superseded or modifiedAct, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20, 2014 at 4:30 p.m. (Eastern Time). The Any registration statement filed by the Company may also have filed, or may file with the Commission, a pursuant to Rule 462(b) registration statement covering under the registration Act in connection with the offer and sale of the Offered Securities. At any particular time, this Shares is called the “Rule 462(b) registration statementRegistration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. As used herein, the term “Prospectus” shall mean the final prospectus supplement to the Base Prospectus dated the date hereof that describes the Offered Shares and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus, in the form then on file with first used by the CommissionAgent to meet requests of purchasers pursuant to Rule 173 under the Act. References herein to the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus, including the contents of the Initial Registration Statement all documents incorporated or deemed to be incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial therein. The Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amendedAct. The Offered Securities Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement andStatement. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if applicable, the Additional Registration Statementany. No stop order suspending the effectiveness of or use of the Registration Statement or any post-effective amendment thereto has been issued under the Act, and no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those such purposes have been instituted or and are pending or, to the knowledge of the Company’s knowledge, contemplated. The Company has complied with each are contemplated by the Commission, and any request (if any) from on the part of the Commission for additional informationinformation from the Company in connection with the Registration Statement has been complied with. The Company meets the requirements for use of Form S-3 under the Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package (as defined below) and the Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission (as defined below) a registration statement on Form S-3 S-1 (No. 333-194517333-[ ]) covering the registration of the Offered Securities under the Act (as defined below)Act, including a related preliminary prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplementprospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) of the Act and then deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below)Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20, 2014 at 4:30 p.m. (Eastern Time)”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” ”. The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration statement (the “Exchange Act Registration Statement”), on Form 8-A (No. 001-[ ]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Securities. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Commission (as defined below) a registration statement covering the Public Securities on Form S-3 F-1 (File No. 333-194517) covering the registration of the Offered Securities 282986), including any related prospectus or prospectuses, under the Act (as defined below)and the Rules and Regulations, including a related preliminary prospectus which registration statement and amendment or prospectuses and a preliminary prospectus supplement or prospectus supplementamendments have been prepared by the Company in conformity with the requirements of the Act. At any particular time, this initial Such registration statement, in the form then on file with the Commissionincluding amendments thereto (including post-effective amendments thereto), including and all material then incorporated by reference therein, all documents and information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statementRegistration Statement at the time of effectiveness thereof (the “Registration Statement Effective Time”), the exhibits and any schedules thereto at the Registration Statement Effective Time or thereafter during the period of effectiveness and the documents and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A Information of the Act (as defined below) and all 430C Information (as defined below), that in any case has not then been superseded or modified, shall be referred to as the “Initial Rule 430A Information”) or included therein by the Act or otherwise pursuant to the Rules and Regulations at the Registration Statement Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Act (the “Rule 462 Registration Statement”), then after such filing, the term “Registration Statement” shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a “Preliminary Prospectus.” The Initial Preliminary Prospectus relating to the Securities that was included in the Registration Statement at the time the Registration Statement was declared effective on March 20, 2014 at 4:30 p.m. (Eastern Time). The Company may also have filed, or may file with by the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as Commission is hereinafter called the “Additional Registration StatementPricing Prospectus.” As of the time of execution and delivery of this Agreement, the Initial The Registration Statement has been declared effective under by the Act and Commission. The Company is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered 424 under the Act pursuant a final prospectus covering the Public Securities, which includes the information permitted to be omitted therefrom at the Initial Registration Statement andEffective Time by Rule 430A under the Act. Such final prospectus, if applicableas so filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Additional Registration Statement. No stop order suspending Pricing Prospectus and any preliminary prospectus in the effectiveness of form in which they were included in the Registration Statement or any post-effective amendment thereto has been issued filed with the Commission pursuant to Rule 424 under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Act is hereinafter called a “Prospectus.” For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission (as defined below) a registration statement on Form S-3 (No. 333-194517) covering the registration of the Offered Securities under the Act (as defined below), including a related preliminary prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplement. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below), that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20, 2014 at 4:30 p.m. P.M. (Eastern Time). The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission (as defined below) a registration statement on Form S-3 (No. 333-194517198793) covering the registration of the Offered Securities and the Issuable Common Stock under the Act (as defined below), including a related preliminary prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplement. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below), that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20November 10, 2014 at 4:30 4:00 p.m. (Eastern Time). The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered SecuritiesSecurities and the Issuable Common Stock. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all and the Issuable Common Stock have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. For purposes of this Agreement: