Common use of Registration Statement and Final Prospectus Clause in Contracts

Registration Statement and Final Prospectus. On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateNo order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the applicable filing date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateNo order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the applicable filing date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateNo order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the applicable filing date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, PROVIDED that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateAs of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the applicable filing date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, PROVIDED that the Company such Selling Stockholder makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed . Each Selling Stockholder has no reason to believe that the only such information furnished by or on behalf of any Underwriter consists representations and warranties of the information described as such Company contained in Section 8 hereof3 are not true and correct.

Registration Statement and Final Prospectus. On each Effective DateThe Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateAs of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the applicable filing date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company such Selling Stockholder makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed . Each Selling Stockholder has no reason to believe that the only such information furnished by or on behalf of any Underwriter consists representations and warranties of the information described as such Company contained in Section 8 hereof3 are not true and correct.

Registration Statement and Final Prospectus. On each Effective Date, the Registration Statement didcomplied and will comply in all material respects with the Securities Act, and on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the date when the Final Prospectus is first filed in accordance with Rule 424(b) of the Securities Act and on the Closing Date and on any date on which Option Securities are purchasedthe Additional Closing Date, if such date is not as the Closing Date (a “settlement date”)case may be, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act; and as of the respective rules thereunder; on each Effective Date, at date of the Execution Time Final Prospectus and on any supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the Registration Statement did not and case may be, the Final Prospectus will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations or warranties as this representation and warranty is limited to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) statements made in reliance upon and in conformity with the written information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically such Selling Stockholder expressly for inclusion use in the Registration Statement or Statement, the Time of Sale Information, and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateAs of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Option Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only with respect to statements or omissions made in reliance upon, and in conformity with the Selling Stockholder Information; provided, however, provided that the Company such Selling Stockholder makes no representations representation or warranties as warranty with respect to the information contained in any statements or omitted omissions from the Registration Statement or and the Final Prospectus (or any supplement thereto) in reliance upon upon, and in conformity with with, written information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use in the Registration Statement or the Final Prospectus (or any supplement thereto)preparation thereof, it being understood and agreed that the only such which written information furnished by or on behalf of any Underwriter consists of the information is described as such in Section 8 hereof9(g).

Registration Statement and Final Prospectus. On each Effective Date, the Registration Statement didcomplied and will comply in all material respects with the Securities Act, and on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the date when the Final Prospectus is first filed in accordance with Rule 424(b) of the Securities Act and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”)Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act; and as of the respective rules thereunder; on each Effective Date, at date of the Execution Time Final Prospectus and on any supplement thereto and as of the Closing Date, the Registration Statement did not and Final Prospectus will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations or warranties as this representation and warranty is limited to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) statements made in reliance upon and in conformity with the written information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically such Selling Stockholder expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateThe Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateNo order suspending the effectiveness of the Registration Statement has been issued by the Commission and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the applicable filing date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateNo order suspending the effectiveness of the Registration Statement has been issued by the Commission and, to the Company's knowledge, no proceeding for that purpose has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedand as of the applicable filing date of the Final Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, howeveras the case may be, the Final Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided that the Company makes no representations representation or warranties as warranty with respect to the information contained in any statements or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion use in the Registration Statement or the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateThe Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements and provisions of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateDate, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateNo order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement did, complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the applicable filing date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateDate, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to the Underwriter furnished in writing to the Company in writing by or on behalf of any the Underwriter through the Representatives specifically expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Registration Statement and Final Prospectus. On each Effective DateThe Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement did, any such post-effective amendment complied and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on as of the date of the Final Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on as of the Closing Date and any settlement dateas of the Additional Closing Date, as the case may be, the Final Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representations representation and warranty with respect to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion use in the Registration Statement or and the Final Prospectus (and any amendment or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(b) hereof.