Common use of Offering of Stock by the Underwriters Clause in Contracts

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunder, the several Underwriters propose to offer such Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors and persons having business relationships with the Company who have heretofore delivered to the Representatives offers to purchase shares of Directed Stock in form satisfactory to the Representatives, and that any allocation of Directed Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 200,000 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to the Representatives offers to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 certain shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer offered and sale sold upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to the Representatives offers to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderShares, the several Underwriters propose to offer such the Firm Stock Shares for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 96,515 shares of the Firm Stock (the "Directed Stock") Shares will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock ProgramNASD") to employees, directors and persons having business relationships with the Company employees who have heretofore delivered to the Representatives offers to purchase shares of Directed Stock Firm Shares in form satisfactory to the Representatives, and that any allocation of Directed Stock such Firm Shares among such persons will be made in accordance with timely directions received by the Representatives from the Company; providedPROVIDED, that except as otherwise provided herein, under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed Stock such Firm Shares which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 210,000 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to directors, officers, employees, directors business associates and related persons having business relationships with of the Company and its subsidiaries who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. [It is understood that 350,000 ________ shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company Company, the Operating Partnership and their subsidiaries who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; providedPROVIDED, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company Company, the Operating Partnership and its their subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.]

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 [_______] shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 500,000 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company Company, the Operating Partnership and their subsidiaries who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; providedPROVIDED, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company Company, the Operating Partnership and its their subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 175,000 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, PROVIDED that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiariesCompany. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 _______ shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company and its Subsidiary who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiariesSubsidiary. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors and persons having business relationships with the Company who have heretofore delivered to the Representatives offers to purchase shares of Directed Stock in form satisfactory to the Representatives, and that any allocation of Directed Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 [_______] shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. Each U.S. Underwriter agrees that, except to the extent permitted by the Agreement Between U.S. Underwriters and International Underwriters, it will not offer or sell any of the Stock outside the United States.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 180,000 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company who have heretofore delivered to the Representatives offers to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiariesCompany. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 300,000 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company who have heretofore delivered to the Representatives offers to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiariesCompany. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 _____ shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to the Representatives offers to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 _______ shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiariesCompany. It is further understood that any shares of Directed such Firm Stock which that are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 _______ shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiariesCompany. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 _______ shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and certain persons having business relationships with or who are "cooperative respondents" (as described in the Company Prospectus) who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; providedPROVIDED, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 _______ shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company Company, who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiariesCompany. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 137,500 shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiariesCompany. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock purchased by the underwriters hereunderStock, the several Underwriters propose to offer such the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 350,000 [_________] shares of the Firm Stock (the "Directed Stock") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Stock Program") to employees, directors employees and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to the Representatives offers to purchase shares of Directed Firm Stock in form satisfactory to the Representatives, and that any allocation of Directed such Firm Stock among such persons will be made in accordance with timely directions received by the Representatives from the Company; providedPROVIDED, that under no circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any shares of Directed such Firm Stock which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.