Common use of No Material Changes Clause in Contracts

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company or any subsidiary of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyresult in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the or Option Closing Date, if any, as applicable: (i) there shall have been no material adverse change Material Adverse Change that, singularly or development involving a prospective material adverse change in the condition or prospects or the business activitiesaggregate, financial or otherwisewould reasonably be expected to involve a Material Adverse Change, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, (financial or otherwise), results of operations, business, assets or prospects of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyreasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Effect or development involving a prospective material adverse change Material Adverse Effect in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder director or officer before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no Material Adverse Change and no material adverse change or development involving a prospective material adverse change in the condition capital stock or prospects or the business activities, financial or otherwise, debt of the Company from the latest dates as of which such condition information is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, except as set forth in the Registration Statement, Pricing Disclosure and the Prospectus; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyresult in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor therefore shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and (ivvi) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Pricing Disclosure Package, the Prospectus nor the any Issuer Free Writing Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyreasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, properties, assets, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company or any subsidiary or variable interest entity of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company or any subsidiary or variable interest entity of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Pricing Prospectus and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Pricing Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Pricing Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Pricing Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration StatementStatement and no change in the capital stock or debt of the Company, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company and (ivvi) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor Disclosure Package, the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending pending, or the Company’s knowledge, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration StatementStatement and no change in the capital stock or debt of the Company, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company and (ivvi) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor Disclosure Package, the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration StatementStatement and no change in the capital stock or debt of the Company, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company and (ivvi) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor Pricing Disclosure Package, the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may that would reasonably be expected to materially adversely affect the business, operations, properties, assets, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending pending, or to the Company’s knowledge, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyresult in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration StatementStatement and no change in the capital stock or debt of the Company, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder director or officer before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company and (ivvi) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor Pricing Disclosure Package, the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order or order of any other nature by any federal, state or foreign court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and (ivvi) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may would reasonably be expected to materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or to the Company’s knowledge threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus General Disclosure Package, and Prospectus, ; (ii) no action suit action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Respondent before or by any court or federal foreign, federal, or state commission, board board, or other administrative agency wherein an unfavorable decision, ruling ruling, or finding may materially adversely affect have a Material Adverse Effect on the business, operations, prospects prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus General Disclosure Package, and Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus General Disclosure Package, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus nor General Disclosure Package, or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the General Disclosure Package and Prospectus, in the light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal Federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyresult in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration StatementStatement and no material change in the capital stock or debt of the Company, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, properties, assets, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company and (ivvi) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor Disclosure Package, the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the or Option Closing Date, if any, as applicable: (i) there shall have been no material adverse Material Adverse Change or any change or development involving a prospective material adverse change that, singularly or in the condition or prospects or the business activitiesaggregate, financial or otherwisewould reasonably be expected to involve a Material Adverse Change, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywhich could reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Base Prospectus, any Issuer Free Writing Prospectus and Prospectus, Prospectus Supplement; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Base Prospectus, any Issuer Free Writing Prospectus and Prospectus, Prospectus Supplement; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, SEC; and (iv) the Registration Statement, the Sale Preliminary Base Prospectus, any Issuer Free Writing Prospectus and the Prospectus Supplement and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the 1933 Act and the Regulations rules and regulations of the SEC promulgated thereunder and shall conform in all material respects to the requirements of the 1933 Act and the Regulationsrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement, the Sale Preliminary Base Prospectus, any Issuer Free Writing Prospectus nor the Prospectus Supplement nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company Company, or any of its Subsidiaries, from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; (iv) no Cease Trade Order shall have been issued by any Canadian Securities Regulator; and (ivv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth would result in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, a Material Adverse Change (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, properties, assets, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may would reasonably be expected to cause a materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Effect or development involving a prospective material adverse change Material Adverse Effect in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued by the Commission under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Effect or development involving a prospective material adverse change Material Adverse Effect in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any Issuer Free Writing nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal federal, state or state foreign commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activitiescondition, financial or otherwise, business or prospects of the Company from the latest dates as date of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, this Agreement; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued by the Commission under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal Federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwiseMaterial Adverse Change, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) based solely on the call with the Commission on each of the Closing Date and the Option Closing Date, no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywhich could reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, Material Adverse Change; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Effect or development involving a prospective material adverse change Material Adverse Effect in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or to the Company’s knowledge threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or to the Company’s knowledge threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the First Closing Date and the on each Option Closing Date, Date (if any, ): (i) there shall have been no material adverse change Material Adverse Change that, singularly or development involving a prospective material adverse change in the condition or prospects or the business activitiesaggregate, financial or otherwisewould reasonably be expected to involve a Material Adverse Change, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywhich could reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder officer, director or beneficial owner of 10% or more of any class of the Company’s securities before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may would reasonable be expected to materially adversely affect the business, operations, properties, assets, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth would result in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, a Material Adverse Change; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor Disclosure Package, the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, Schedule 4.5; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal federal, state or state commissionforeign (including Israel)commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywhich could reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, Material Adverse Change of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or to the knowledge of the Company threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) based solely on the call with the Staff at the Commission on each of the Closing Date and Option Closing Date, no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companyreasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, and ; (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither ; (v) the Registration Statement, Statement nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Sale Preliminary Prospectus statements therein not misleading and (vi) the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any Issuer Free Writing nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Time of Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder officer, director or beneficial owner of 10% or more of any class of the Company’s securities before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Time of Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Time of Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Time of Sale Preliminary Prospectus Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, and Option Closing Date if any, applicable: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, properties, assets, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activitiescondition, financial or otherwise, business or prospects of the Company from the latest dates as date of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, this Agreement; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companybe expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued by the Commission under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling that can be expected to cause a Material Adverse Change in the condition or finding may materially adversely affect the business, operations, prospects or the business activities, financial condition or income otherwise, of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activitiescondition, financial or otherwise, business or prospects of the Company from the latest dates as date of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, this Agreement; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companybe expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued by the Commission under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company or any subsidiary of the Company from the latest dates as of which such condition is set forth in the Registration Offering Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and Prospectus, the Final Offering Circular; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Offering Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and Prospectus, the Final Offering Circular; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Offering Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus Final Offering Circular and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Rules and Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Rules and Regulations, and neither the Registration Offering Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus Final Offering Circular nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companycould reasonably be expected to have a Material Adverse Effect, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, (with respect to the Pricing Disclosure Package and the Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company or any subsidiary or variable interest entity of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the F-6 Registration Statement, the Sale Preliminary Prospectus 8-A Registration Statement, the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There shall not be any adverse legislative or regulatory developments in the PRC, including but not limited to the M&A Rules and Related Clarifications, which in the sole judgment of the Representatives would make it inadvisable or impractical to proceed with the public offering or the delivery of the Offered Securities at the First Closing Date or the Optional Closing Date, as the case may be, on the terms and in the manner contemplated in this Agreement.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Time of Sale Preliminary Prospectus Information and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Time of Sale Preliminary Prospectus Information and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Time of Sale Preliminary Prospectus Information and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Time of Sale Preliminary Prospectus Information nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Effect or development involving a prospective material adverse change Material Adverse Effect in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Effect or development involving a prospective material adverse change Material Adverse Effect in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder director or officer before or by any court or federal federal, state, local or state foreign commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, or financial or otherwise, activities of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may that is reasonably expected to materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or to the Company’s knowledge threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or to the Company’s knowledge threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company or any subsidiary of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or reasonably anticipated prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, reasonably anticipated prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition (financial or otherwise), prospects or the business activities, financial or otherwise, activities of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Statutory Prospectus and Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Company Affiliate before or by any court or foreign, federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Statutory Prospectus and Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission, and ; (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither ; (v) the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor or any amendment or supplement thereto thereto, shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading; and (vi) none of the Statutory Prospectus or the Prospectus, or any amendment or supplement thereto, shall include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Offering Statement, the Sale Preliminary Prospectus Disclosure Package and Prospectus, the Final Offering Circular; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder affiliates of the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Offering Statement, the Sale Preliminary Prospectus Disclosure Package and Prospectus, the Final Offering Circular; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Offering Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus Final Offering Circular and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Offering Statement, the Sale Preliminary Prospectus nor Disclosure Package and the Prospectus Final Offering Circular nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on On each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Existing Stockholder before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may would reasonable be expected to materially adversely affect the business, operations, properties, assets, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in Material Adverse Change from the latest date as of which the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth described in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth would result in the Registration Statement, the Sale Preliminary Prospectus and Prospectus, a Material Adverse Change; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder affiliates of the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change,, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Offering Statement, the Sale Preliminary Prospectus Disclosure Package, and Prospectus, the Offering Circular; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Offering Statement, the Sale Preliminary Prospectus Disclosure Package, and Prospectus, the Offering Circular; (iii) no stop order shall have been issued under the Securities Act with respect to the Offering Statement, the Preliminary Offering Circular or the Offering Circular and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Offering Statement, the Sale Preliminary Prospectus Disclosure Package, and the Prospectus Offering Circular and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Offering Statement, the Sale Preliminary Prospectus Disclosure Package nor the Prospectus Offering Circular nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, Date if any, applicable: (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Statutory Prospectus and Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Company Affiliate before or by any court or foreign, federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may would be reasonably expected to materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Statutory Prospectus and Prospectus, ; (iii) no stop order shall have been issued under the Act with respect to the Registration Statement against the Company and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act suspending the effectiveness of the Registration Statement and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Additional Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, (financial or otherwise), results of operations, business, assets or prospects of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Existing Stockholder Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Companywould reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.