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 When the Registration Statement became effective, upon the filing or first delivery to the Investors of the Final Prospectus, as of the date hereof, and at the Closing Date, the Registration Statement did, (and when the Final Prospectus is first filed in accordance with Rule 424(bany post-effective amendment thereto) 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 (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus), complied and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act and the Exchange Act Rules and the respective rules thereunder; on each Effective DateRegulations, 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 (in the light of the circumstances under which they were made, in the case of the Final Prospectus) not misleading; , and on each Preliminary Prospectus, as of the date of any filing pursuant to Rule 424(b) and on filed with the Closing Date and any Settlement DateCommission, the Final Prospectus (together with any supplement thereto) will did not include any untrue statement of a material fact or omit to state a any 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, except that the Company makes no representations representation or warranties as warranty is made in this Section 3(b) with respect to the information contained in statements or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf any of any Underwriter through the Representatives specifically Placement Agent expressly for inclusion in any Preliminary Prospectus, the Registration Statement Statement, or the Final Prospectus (Prospectus, or any amendment or supplement thereto), it being understood as stated in Section 7(b) hereof. The Company has not distributed and agreed that will not distribute any offering material in connection with the only such information furnished by or on behalf of any Underwriter consists offering and sale of the information described as such in Section 8 hereofShares, other than the Registration Statement, the Preliminary Prospectus and the Final Prospectus.

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 (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement 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 Datesettlement 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 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; on each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective (each an “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, as amended or supplemented, if applicable, 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”), 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 amendment or 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 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.