Common use of Ineligible Issuer Status Clause in Contracts

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Act has been, or will be, filed with the Commission in accordance with the requirements of the Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the Prospectuses, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Securities Act) of the Shares, the Company was not and, as of the date of this Agreement, is not, an Ineligible Issuer or will not be (as defined in Rule 405 under the Actapplicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus Each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act Securities Act, including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectusfree writing prospectus, as of its issue date and at all subsequent times through the completion of the issuance offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement Statement, the Prospectus, as then amended and supplemented, or the Prospectuses, including any document incorporated by reference thereinpreliminary prospectus. Except for the Permitted Free Writing Prospectuses, if any, free writing prospectuses and electronic road showsroadshows, if any, furnished to you the Agent before first useuse in compliance with Section 4(e) herein, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior written consent, prepare, use or refer to, any free writing prospectusprospectus (except that no such written consent shall be required for any free writing prospectus relating solely to an offering of Shares pursuant to a Terms Agreement to which the Agent is not a party). Each Road Show, when considered together with the Time of Sale Prospectus, did not, as of the Time of Sale, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (“ineligible issuer,” as defined in Rule 405, including (x) the Company or any subsidiary of the Company in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act) Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Shares pursuant to Rules 164Shares, 405 and 433 under the Act, without taking account of any determination by the Commission pursuant to all as described in Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer405. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Securities Act) of the Shares, the Company was not and, as of the date of this Agreementnot, is not, an Ineligible Issuer not or will not be (as defined in Rule 405 under the Actapplicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act Securities Act, including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance public offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior written consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Act, without taking account of any determination by the Commission pursuant to Securities Act and is a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer(a “WKSI”). Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the The Company was not and, as of the date of this Agreement, is not, an Ineligible Issuer and will not be (as defined in Rule 405 under the Actapplicable) an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Placement Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectusPermitted Free Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company in connection with the transactions contemplated hereby complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares each Representation Date did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus in connection with the transactions contemplated hereby. The Company satisfied and will satisfy the eligibility requirements set forth under General Instruction I. A. of Form S-3 and General Instruction I.B. and I.D. of Form S-3 at the time of the initial effectiveness of the Registration Statement and as of each Representation Date.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Securities Act) of the Shares, the Company was not and, as of the date of this Agreementnot, is not, an Ineligible Issuer not or will not be (as defined in Rule 405 under the Actapplicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Each Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act Securities Act, including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference thereintherein and not superseded or modified. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior written consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus. Any road show, when considered together with the Prospectus, did not, as of the date of this Agreement, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Securities Act) of the Shares, the Company was not and, as of the date of this Agreementnot, is not, an Ineligible Issuer not or will not be (as defined in Rule 405 under the Actapplicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus Each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act Securities Act, including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectusfree writing prospectus, as of its issue date and at all subsequent times through the completion of the issuance offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement Statement, the Prospectus, as then amended and supplemented, or the Prospectuses, including any document incorporated by reference thereinpreliminary prospectus. Except for the Permitted Free Writing Prospectuses, if any, free writing prospectuses and electronic road shows, if any, furnished to you any Agent and any Forward Purchaser before first useuse in compliance with Section 4(e) herein, the Company has not prepared, used or referred to, and will not, without your the prior consentwritten consent of the Agents and the Forward Purchasers, prepare, use or refer to, any free writing prospectusprospectus (except that no such written consent shall be required for any free writing prospectus relating solely to an offering of Primary Shares pursuant to a Terms Agreement to which the relevant Agent is not a party). Each Road Show, when considered together with the Time of Sale Prospectus, did not, as of the Time of Sale, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Securities Act) of the Shares, the Company was not and, as of the date of this Agreementnot, is not, an Ineligible Issuer not or will not be (as defined in Rule 405 under the Actapplicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Each Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act Securities Act, including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference thereintherein and not superseded or modified. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior written consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus. Any road show, when considered together with the Prospectus, did not, as of the date of this Agreement, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the ActSecurities Act and the applicable rules and regulations of the Commission thereunder. Each Permitted Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with and the applicable rules and regulations of the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the Prospectuses, including any document incorporated by reference thereinthereunder. Except for the Permitted Free Writing Prospectusesfree writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, furnished to you the Representatives before first use, the Company has not prepared, used or referred to, and will not, without your the prior consentconsent of the Representatives, prepare, use or refer to, any free writing prospectus. The Company has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. As of the time of each sale of the American Depositary Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, no free writing prospectuses, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company in connection with the transactions contemplated hereby complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times each Representation Date through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus, any such consent not to be unreasonably withheld, conditioned or delayed in connection with the transactions contemplated hereby.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. The representations and warranties set forth in the immediately preceding sentence do not apply to statements made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information consists of the information described in Section 6 below. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, which shall not be unreasonably withheld, conditioned or delayed, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company in connection with the transactions contemplated hereby complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including and timely filing with the Commission or retention where required and legending, and each such Permitted no Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, Prospectus conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus in connection with the transactions contemplated hereby. (uu) No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Free Writing Prospectus, as of its issue date and as of each Applicable Time, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use therein.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Securities Act) of the Shares, the Company was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, which consent shall not be unreasonably withheld, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (“ineligible issuer,” as defined in Rule 405, including (x) the Company or any subsidiary of the Company in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act) Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Shares pursuant to Rules 164Shares, 405 and 433 under the Act, without taking account of any determination by the Commission pursuant to all as described in Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer405. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was not and, as As of the date of this Agreement, the Company is not, an Ineligible Issuer (as defined in Rule 405 under the Act) in connection with the offering of the Shares “ineligible issuer” pursuant to Rules 164, 405 and 433 under the Securities Act. Accordingly, without taking account of until such time that the Company is no longer an “ineligible issuer,” the Company will not, prepare, use or refer to any determination by the Commission pursuant to Free Writing Prospectus, including any broadly available roadshow, as such term is defined in Rule 405 under the Act that it is not necessary that Securities Act, in connection with the offer and sale of the Shares. Once the Company be considered is no longer an Ineligible Issuer. Any Permitted “ineligible issuer,” any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, be filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, file pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date date, at each subsequent Representation Date and at all subsequent times between the delivery of an Issuance Notice and completion of the issuance of Shares pursuant thereto and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was not and, as As of the date of this Agreement, the Company is not, not an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. When and if eligible to use a Free Writing Prospectus, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act Securities Act, including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, In accordance with Section 4(e) and electronic road shows, if any, furnished to you before first use(f), the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares Securities pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Issuer Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company in connection with the transactions contemplated hereby complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion Applicable Time and the Time of the issuance and sale of the Shares Purchase did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Issuer Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Underwriter before first use, the Company has not prepared, used or referred to, and will not, without your the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectusIssuer Free Writing Prospectus in connection with the transactions contemplated hereby. The Company satisfied the eligibility requirements set forth under General Instruction I. A. of Form S-3 (the “Company Eligibility Requirements”) at the time of the initial effectiveness of the Registration Statement and as of the Applicable Time and will satisfy the Company Eligibility Requirements at the Time of Purchase; the Offering satisfied the eligibility requirements set forth under General Instruction I.B. and I.D. of Form S-3 (the “Transaction Eligibility Requirements”) at the time of the initial effectiveness of the Registration Statement and as of the Applicable Time and will satisfy the Transaction Eligibility Requirements at the Time of Purchase.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the The Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was is not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act Securities Act, including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. The representations and warranties set forth in the immediately preceding sentence do not apply to statements made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information consists of the information described in Section 6 below. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Securities Act) of the Shares, the Company was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies complied or will comply comply, as the case may be, in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares each Representation Date did not, does not and will not not, as the case may be, include any information that conflicted, conflicts conflicted with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus and not superseded or modified, including by any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road showsshows relating to the offering of the Shares, if any, in each case, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consentwritten consent (not to be unreasonably withheld or delayed), prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Act) Securities Act and as of the Sharesdate hereof, the Company was not and, as of the date of this Agreement, and is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the The Company was not and, as of the date of this Agreement, is not, an Ineligible Issuer and will not be (as defined in Rule 405 under the Actapplicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectusPermitted Free Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was not and, as As of the date of this Agreement, the Company is not, an Ineligible Issuer (as defined in Rule 405 under the Act) “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Act Securities Act, when and if eligible to use a Free Writing Prospectus, has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you the Agent before first use, the Company has not prepared, used or referred to, and will not, without your the Agent’s prior consent, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.

Ineligible Issuer Status. At the time of filing the Registration Statement and at the earliest time after the filing As of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of determination date referenced in Rule 164(h)(2164(h) under the Securities Act) of the Shares, the Company was not and, as of the date of this Agreementnot, is not, an Ineligible Issuer not or will not be (as defined in Rule 405 under the Actapplicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. Any Permitted Each Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Act Securities Act, including timely filing with the Commission or retention where required and legending, and each such Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the ProspectusesProspectus, including any document incorporated by reference therein. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior written consent, which consent shall not be unreasonably withheld, prepare, use or refer to, any free writing prospectusFree Writing Prospectus.