Common use of Registration Statement and Prospectuses Clause in Contracts

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Registration Statement, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and the Base Prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEA, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at effectiveness, each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in statement under Rule 405) 405 and the Securities Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations (“Rule 401(g)(2)”) has been received by the Company, no order preventing or suspending the use of the Base Prospectus or the Prospectus any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedare pending or contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Agents pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Base Prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was is identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at effectiveness, each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time and the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time and the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 Original Registration Statement became effective upon filing under Rule 462(e) under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Securities Act on February 25, 2016, and any post-effective amendment thereto also became effective upon filing under Rule 405462(e) and under the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the Base Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. The information with respect to the Registration Statement. Each of the Original Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and effectiveness, at each deemed effective date with respect to the Underwriter Agent and the Forward Seller pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulationsand as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. The Prospectus complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects filed with the 1933 Act Regulations and the Base Prospectus and the Securities Act. The Prospectus delivered to the Underwriter Agent and the Forward Seller for use in connection with the transactions contemplated by this offering Agreement and the Master Forward Confirmation was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Exchange Act.

Registration Statement and Prospectuses. The Company meets Each of the requirements for use of Form S-3 under Registration Statement, and any amendment thereto, and the 1933 Act. The ADS Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any amendment thereto, has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or the ADS Registration Statement or any post-effective amendment thereto, has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto and the ADS Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsit became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of Each preliminary prospectus, the Prospectus, the ADS Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus and the Prospectus 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriter Underwriters for use in connection with this the offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement, and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by reference in and on behalf of the Company, and the Registration Statement has been duly executed by and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements on behalf of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Company pursuant to such authorization.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Issuer’s and the Company’s knowledge, contemplated. The Issuer and the Company has have complied with each request (if any) from the Commission for additional information. The Company has not received notice that the Commission objects to the use of the Registration StatementStatement as an automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEA, except to the extent permitted by Regulation S-T. Regulations. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply when so filed in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The (A) At the time the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), and (C) at the date hereof, the Company met or meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic a shelf registration statement” (as defined in Rule 405) statement and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become been declared effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of the Registration Statement as an automatic shelf registration statement on Form S-3 under the 1933 Act. The Registration Statement became effective under the 1933 Act upon filing with the Commission. The Registration Statement is an “automatic shelf registration statement,” (as defined in Rule 405) , and the Securities have been and remain eligible for registration by the Company on such an automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending notice of objection of the Commission to the use of an automatic registration statement has been received by the Base Prospectus Company, no order preventing, suspending or objecting to the use of any preliminary prospectus or the Prospectus has been issued and no proceedings proceeding for any of those purposes have has been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional informationinformation and there are no outstanding or unresolved comments from the Commission or its staff. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and effectiveness, at each deemed effective date with respect to the Underwriter Underwriters and the Securities pursuant to Rule 430B(f)(2) under ), at the 1933 Act RegulationsClosing Time and at each Date of Delivery (if any), complied complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied at the Closing Time and at each Date of Delivery (if any), complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus, the Base Prospectus and the Prospectus any amendment or supplement thereto delivered to the Underwriter Underwriters for use in connection with this the offering was and sale of the Securities was, is and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in became effective upon filing under Rule 405462(e) and under the Securities have been Act on February 25, 2016, and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the Base Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. The information with respect to the Registration Statement. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and effectiveness, at each deemed effective date with respect to the Underwriter Agent pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulationsand as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. The Prospectus complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects filed with the 1933 Act Regulations and the Base Prospectus and the Securities Act. The Prospectus delivered to the Underwriter Agent for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at effectiveness, each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act RegulationsAct, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”Act).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in statement under Rule 405) 405 and the Securities Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations (“Rule 401(g)(2)”) has been received by the Company, no order preventing or suspending the use of the Base Prospectus or the Prospectus any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedare pending or contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Agent pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Base Prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was is identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is a “foreign private issuer” and meets the requirements for use of Form S-3 F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) Act and the Securities Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at as of each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, Regulations complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of Prospectus, any preliminary prospectus and any amendment or supplement thereto), at the time it each was filed, filed with the Commission complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus and the Prospectus any preliminary prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. Registration statements registering the Securities under the “blue sky” laws of the states listed on Schedule V (the “Blue Sky Registration Statements”) have become effective under applicable laws of such states. No stop order suspending the effectiveness of the Registration Statement, any Blue Sky Registration Statement or any post-effective amendment to any Registration Statement or Blue Sky Registration Statement has been issued under the 1933 Actissued, and no order preventing or suspending the use of the Base Prospectus or the Prospectus proceeding for that purpose has been issued and no proceedings for any of those purposes have been instituted or are pending initiated or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from threatened by the Commission or any state securities regulator. No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus (or any supplement thereto) has been issued by the Commission and no proceeding for additional informationthat purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. The Registration Statement, at As of the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed (or as part of any post-effective amendment thereto)) became or becomes effective, at the time it was filed, complied such part conformed or will conform in all material respects with to the 1933 requirements of the Act Regulations and the Base Rules and Regulations. As of the time each Blue Sky Registration Statement became effective, such Blue Sky Registration Statement conformed in all material respects to the requirements of applicable blue sky laws. Upon the filing or first use within the meaning of the Rules and Regulations, each Preliminary Prospectus and the Prospectus delivered (or any supplement to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX either) conformed or IDEA, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply conform in all material respects with to the requirements of the 1934 Act and the rules Rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets Each of the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and any amendment thereto and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The ADS Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness it became effective, complied and at each deemed effective date will comply, with respect to any post-effective amendment, with the Underwriter pursuant to Rule 430B(f)(2) under requirements of the 1933 Act and the 1933 Act Regulations. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the Closing Time and any Date of Delivery complied and, will comply, with respect to any post-effective amendment in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply, with respect to any post-effective amendment, in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus and the Prospectus 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriter Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).T.

Registration Statement and Prospectuses. The Company meets Each of the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the Base any Preliminary Prospectus or the Prospectus has been issued issued, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Commission has not notified the Company of any objection to us ethe form of Registration StatementStatement or any post-effective amendment thereto. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness it became effective and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act RegulationsSecurities Act, complied in all material respects with the requirements of the 1933 Act Securities Act. Each Preliminary Prospectus, the Prospectus and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the 1933 Act Regulations and requirements of the Base Prospectus and the Securities Act. Each Preliminary Prospectus delivered by the Company to the Underwriter Underwriters for use in connection with this offering and the Prospectus was or shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will shall comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 ActAct for primary offerings. The Each of the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets and the Guarantors meet the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company and the Guarantors on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act Regulations has been received by the Company or the Guarantors, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s or the Guarantors’ knowledge, contemplated. The Company has and the Guarantors have complied with each request (request, if any) , from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939. Each preliminary prospectus, at the time it was filed, complied and the Prospectus and any amendment or supplement thereto, as of their respective issue dates, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and the Base Prospectus Each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto, has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act RegulationsRegulations and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”). The Base Prospectus Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was virtually identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Securities Exchange Act of 1934, as amended (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets Each of the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the Base any Preliminary Prospectus or the Prospectus has been issued issued, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Commission has not notified the Company of any objection to us ethe form of Registration StatementStatement or any post-effective amendment thereto. ​ Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness it became effective and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act RegulationsSecurities Act, complied in all material respects with the requirements of the 1933 Act Securities Act. Each Preliminary Prospectus, the Prospectus and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the 1933 Act Regulations and requirements of the Base Prospectus and the Securities Act. Each Preliminary Prospectus delivered by the Company to the Underwriter Underwriters for use in connection with this offering and the Prospectus was or shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. ​ The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will shall comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).Exchange Act. ​ ​ ​

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, are pending or contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at effectiveness, each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time and the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Base Prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The information with respect to the Registration Statement. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Issuer’s and the Company’s knowledge, contemplated. The Issuer and the Company has have complied with each request (if any) from the Commission for additional information. The Company has not received notice that the Commission objects to the use of the Registration StatementStatement as an automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEA, except to the extent permitted by Regulation S-T. 1933 Act Regulations. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply when so filed in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) , and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statementForm S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets Each of the requirements for use Registration Statement and any post-effective amendment thereto have been declared effective by the Commission, other than a registration statement, if any, increasing the size of Form S-3 the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the 1933 Securities Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) , which became effective upon filing, and no other document with respect to the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under heretofore been filed with the 1933 ActCommission, other than the Rule 462(b) Registration Statement, if any. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or the Rule 462(b) Registration Statement, if any, has been issued under the 1933 Securities Act, and no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsit became effective, complied in all material respects with the requirements of the 1933 Securities Act and the 1933 Securities Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the 1933 requirements of the Securities Act Regulations and the Base Prospectus and Securities Act Regulations. Each preliminary prospectus delivered by the Prospectus delivered Company to the Underwriter for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is a “foreign private issuer” and meets the requirements for use of Form S-3 F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) Act and the Securities Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at as of each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, Regulations complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of Prospectus, any preliminary prospectus and any amendment or supplement thereto), at the time it each was filed, filed with the Commission complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus and the Prospectus any preliminary prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAEDGAX, except xxcept to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at effectiveness, each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Registration Statement, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, and the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied as to form in all material respects with the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEA, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Act and the Company met the requirements for use of Form S-3 at the time the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and became effective. Each of the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in became effective upon filing under Rule 405462(e) and under the Securities have been Act on February 13, 2019, and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the Base Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. The information with respect to the Registration Statement. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and effectiveness, at each deemed effective date with respect to the Underwriter Agent and the Forward Seller pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulationsand as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. The Prospectus complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects filed with the 1933 Act Regulations and the Base Prospectus and the Securities Act. The Prospectus delivered to the Underwriter Agent and the Forward Seller for use in connection with the transactions contemplated by this offering Agreement and the Master Forward Confirmation was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 Original Registration Statement became effective upon filing under Rule 462(e) under the 1933 Securities Act on April 10, 2013, and any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act. The On and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, each Replacement Registration Statement filed by the Company either (1) is an “automatic shelf effective registration statement” (as defined in under Rule 405405 that has been filed with the Commission or (2) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has otherwise become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the Base Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from Each of the Commission for additional information. The Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Agent pursuant to Rule 430B(f)(2) under the 1933 Act RegulationsSecurities Act, complied in all material respects with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and the Base Prospectus and the Prospectus delivered to the Underwriter Agent for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations (“Rule 401(g)(2)”) has been received by the Company, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at effectiveness, each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus and the Prospectus each preliminary prospectus delivered to the Underwriter Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at effectiveness, each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act, and the Company is eligible to offer the Class A Shares on a registration statement on Form S-3 pursuant to the standards for Form S-3 that were in effect immediately prior to October 21, 1992. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) ), and the Securities Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such a Rule 405 automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered by the Company to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were filed with the Commission, complied in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations; any further documents incorporated or hereafter deemed to be incorporated by reference in the Registration Statement and the Prospectus, when such documents are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at effectiveness, each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time and the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time and the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities Rights and Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act, no order preventing or suspending the use of the Base Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulationseffectiveness, complied in all material respects with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filed, filed with the Commission complied in all material respects with the 1933 requirements of the Securities Act Regulations and the Base Prospectus and the Prospectus delivered to the Underwriter Dealer Manager for use in connection with this offering the Rights Offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX its Electronic Data Gathering, Analysis and Retrieval system (or IDEAany successor system) (“XXXXX”), except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Exchange Act.

Registration Statement and Prospectuses. The Company meets meets, and at the time the Registration Statement was filed with the Commission, the Company then met, the applicable requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post- effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Base Prospectus any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Each of the Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness it became effective and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Base Each preliminary prospectus, the Prospectus (filed as part of the Registration Statement as originally filed or as part of and any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and the Base Prospectus Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriter Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets Each of the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the Base any Preliminary Prospectus or the Prospectus has been issued issued, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Commission has not notified the Company of any objection to us ethe form of Registration StatementStatement or any post-effective amendment thereto. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness it became effective and at each deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act RegulationsSecurities Act, complied in all material respects with the requirements of the 1933 Act Securities Act. Each Preliminary Prospectus, the Prospectus and the 1933 Act Regulations. The Base Prospectus (filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it each was filedfiled with the Commission, complied in all material respects with the 1933 Act Regulations and requirements of the Base Prospectus and the Securities Act. Each Preliminary Prospectus delivered by the Company to the Underwriter Underwriters for use in connection with this offering and the Prospectus was or shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEAXXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will shall comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)Exchange Act.