Common use of Ineligible Issuer Status Clause in Contracts

Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. 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 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 free writing prospectus, as of its issue date and at all subsequent times through the completion of the offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus, as then amended and supplemented, or any preliminary prospectus. Except for the free writing prospectuses and electronic roadshows, if any, furnished to the Agent before first use in compliance with Section 4(e) herein, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consent, prepare, use or refer to, any free writing prospectus (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. As At the time of filing the Registration Statement and at the earliest time after the filing of the determination date referenced in Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h164(h)(2) under the Securities Act) of the Shares, the Company was not or will not be and, as of the date of this Agreement, is not, an Ineligible Issuer (as applicabledefined in Rule 405 under the Act) 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. Each free writing prospectus 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 free writing prospectus 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusPermitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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 StatementStatement or the Prospectuses, the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Permitted Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consent, prepare, use or refer to, any free writing prospectus (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 misleadingprospectus.

Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was is not or will not be (as applicable) an “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 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 Securities Actall as described in Rule 405. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consent, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was not or not, and will not be (as applicable) an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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 free writing prospectus 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusPermitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer issuance and sale of the Placement Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Permitted Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consent, prepare, use or refer to, any free writing prospectus (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 Permitted Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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 the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consent, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Actof this Agreement, the Company was not or will not be (as applicable) is an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act 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 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consent, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each 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, filed with the Commission in accordance with the requirements of the Securities ActAct and the applicable rules and regulations of the Commission thereunder. Each 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 Act and the applicable rules and regulations of the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus, as then amended and supplemented, or any preliminary prospectusthereunder. Except for the free writing prospectuses prospectuses, if any, identified in Schedule III hereto, and electronic roadshowsroad shows, if any, furnished to the Agent Representatives before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consentconsent of the Representatives, prepare, use or refer to, any free writing prospectus (except 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 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 Showprospectuses, when considered together with the Time of Sale Prospectus, did notincluded, as of the Time of Sale, contain any 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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 complied or will comply comply, as the case may be, in all material respects with the requirements of Rule 433 under the Securities Act, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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 StatementStatement or the Prospectus and not superseded or modified, the Prospectus, as then amended and supplemented, or including by any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses and electronic roadshowsFree Writing Prospectuses, if any, and electronic road shows relating to the offering of the Shares, if any, in each case, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consentconsent (not to be unreasonably withheld or delayed), prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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, Statement or the Prospectus, as then amended including any document incorporated by reference therein. The representations and supplementedwarranties 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, or any preliminary prospectusit being understood and agreed that the only such information consists of the information described in Section 6 below. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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 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 Act and timely filing with the Commission or retention where required and legending, and each such free writing prospectusno Free Writing Prospectus conflicts with or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein. Except for the Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to the Agent before first use, the Company has not prepared, used or referred to, and will not, without the Agent’s prior consent, prepare, use or refer to, any Free 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 at all subsequent times through the completion as of the offer and sale of the Shares 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, Statement or the Prospectus, as then amended 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 supplemented, or any preliminary prospectus. Except for the free writing prospectuses and electronic roadshows, if any, in conformity with written information furnished to the Agent before first use in compliance with Section 4(e) herein, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consent, prepare, use or refer to, any free writing prospectus (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 by 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 specifically for use therein, in the light of the circumstances under which they were made, not misleading.

Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each 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 Securities Act. Each 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 the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, Statement or the Prospectus, as then amended including any document incorporated by reference therein and supplemented, not superseded or any preliminary prospectusmodified. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consent, prepare, use or refer to, any free writing prospectus (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)Free Writing Prospectus. Each Road ShowAny road show, when considered together with the Time of Sale Prospectus, did not, as of the Time date of Salethis Agreement, 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each 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 Securities Act. Each 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 the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, Statement or the Prospectus, as then amended including any document incorporated by reference therein and supplemented, not superseded or any preliminary prospectusmodified. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consent, prepare, use or refer to, any free writing prospectus (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)Free Writing Prospectus. Each Road ShowAny road show, when considered together with the Time of Sale Prospectus, did not, as of the Time date of Salethis Agreement, 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each 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 Securities Act. Each 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 the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consent, which consent shall not be unreasonably withheld, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was is not or will not be (as applicable) an “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 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 Securities Actall as described in Rule 405. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consent, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities ActAct and as of the date hereof, the Company was not or will not be (as applicable) and is an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consent, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent you before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s your prior written consent, which consent shall not be unreasonably withheld, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares Securities pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus Any 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 free writing prospectus 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusIssuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion Applicable Time and the Time of the offer 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, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Issuer Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent Underwriter before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the AgentUnderwriter’s prior written consent, prepare, use or refer to, any free writing prospectus Issuer 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 (except that no such written consent shall be required for any free writing prospectus relating solely to an offering the “Company Eligibility Requirements”) at the time of Shares pursuant to a Terms Agreement to which the Agent is not a party). Each Road Show, when considered together with initial effectiveness of the Registration Statement and as of the Applicable Time and will satisfy the Company Eligibility Requirements at the Time of Sale Prospectus, did not, 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 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 misleadingPurchase.

Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. 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 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 free writing prospectus, as of its issue date and at all subsequent times through the completion of the offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus, as then amended and supplemented, or any preliminary prospectus. Except for the free writing prospectuses and electronic roadshowsroad shows, if any, furnished to the any Agent and any Forward Purchaser before first use in compliance with Section 4(e) herein, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consentconsent of the Agents and the Forward Purchasers, prepare, use or refer to, any free writing prospectus (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. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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 the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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, Statement or the Prospectus, as then amended including any document incorporated by reference therein. The representations and supplementedwarranties 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, or any preliminary prospectusit being understood and agreed that the only such information consists of the information described in Section 6 below. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, prepare, use or refer to, any free writing prospectus (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 Free Writing 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. As of the determination date referenced in Rule 164(h) under the Securities Act, the The Company was is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus 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, filed with the Commission in accordance with the requirements of the Securities Act. Each 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 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, Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectusFree Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer 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, Statement or the Prospectus, as then amended and supplemented, or including any preliminary prospectusdocument incorporated by reference therein. Except for the free writing prospectuses Free Writing Prospectuses, if any, and electronic roadshowsroad shows, if any, furnished to the Agent before first use in compliance with Section 4(e) hereinuse, the Company has not prepared, used or referred to, and will not, without the Agent’s prior written consent, prepare, use or refer to, any free writing prospectus (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 Free Writing Prospectus in connection with the Time transactions contemplated hereby. The Company satisfied and will satisfy the eligibility requirements set forth under General Instruction I. A. of Sale Prospectus, did not, 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 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 misleadingeach Representation Date.