Common use of Registration Statement and Prospectus; Public Offering Clause in Contracts

Registration Statement and Prospectus; Public Offering. The Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333-74793), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereto) to and of the related preliminary prospectus have heretofore been delivered by the Company to you. The Company understands that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date (as hereinafter defined) and the date of this Agreement as the Representatives deem advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a registration statement Registration Statement (as hereinafter defined) on Form S-1 (Registration No. 333-7479334120), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments theretothereof) to and of the related preliminary prospectus Preliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to youthe Representatives. The Company understands that the Underwriters propose to make a public offering term "Preliminary Prospectus" means any preliminary prospectus (as described in Rule 430 of the SharesRules) included at any time as a part of the Registration Statement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as set forth in amended at the time and on the date it becomes effective (the "Effective Date") including the information (if any) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Prospectus, as soon after the Effective Date (as hereinafter defined) and the date of this Agreement as the Representatives deem advisableRules. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if If the Company furnishes amendments or supplements thereto to the Underwriters).has filed an abbreviated registration

Registration Statement and Prospectus; Public Offering. The Company ------------------------------------------------------ has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333-7479383685), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereto) to and of the related preliminary prospectus have heretofore been delivered by the Company to you. The Company understands that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date (as hereinafter defined) and the date of this Agreement as the Representatives deem advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") ), a registration statement on Form S-1 S-2 (No. 33333-7479363509), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof thereto as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereto) to and of the related preliminary prospectus have heretofore been delivered by the Company to you. The Company understands that term "Registration Statement" means the Underwriters propose Registration Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all information incorporated by reference therein and all exhibits and information, if any, deemed to make a public offering be part of the Shares, as set forth in and Registration Statement pursuant to Rule 424(a) and Rule 430A of the Prospectus, as soon after the Effective Date Rules. The term "preliminary prospectus" means any preliminary prospectus (as hereinafter defineddescribed in Rule 430 of the Rules) and included at any time as a part of the date of this Agreement as the Representatives deem advisableRegistration Statement, including all information incorporated by reference therein. The Company hereby confirms that term "Prospectus" means the Underwriters and dealers have been authorized prospectus, including all information incorporated by reference therein, in the form first used to distribute confirm sales of the Shares (whether such prospectus was included in the Registration Statement at the time of effectiveness or cause was subsequently filed with the Commission pursuant to be distributed each preliminary prospectus and are authorized to distribute Rule 424(b) of the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwritersRules).

Registration Statement and Prospectus; Public Offering. The Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333-74793333-_____), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereto) to and of the related preliminary prospectus have heretofore been delivered by the Company to you. The Company understands that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date (as hereinafter defined) and the date of this Agreement as the Representatives deem advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333-74793333- 83685), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereto) to and of the related preliminary prospectus have heretofore been delivered by the Company to you. The Company understands that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date (as hereinafter defined) and the date of this Agreement as the Representatives deem advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).