Common use of Representations and Warranties of the Company and the Selling Stockholder Clause in Contracts

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-3 (File No. 333-88678) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT"), and the Rules and Regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") thereunder and has been filed with the Commission. The Company meets the requirements for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, herein referred to as the "REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "PROSPECTUS" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-3 (File No. 333-8867855726) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT"), and the Rules and Regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") thereunder and has been filed with the Commission. The Company meets the requirements for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, herein referred to as the "REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "PROSPECTUSProspectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-3 S-2 (File No. 333-88678333-______) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT"), and the Rules and Regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") thereunder and has been filed with the Commission. The Company meets has complied with the requirements conditions for the use of Form S-3S-2. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) of the Act, herein referred to as the "REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "PROSPECTUS" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-3 S-2 (File No. 333-8867873178) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT"), and the Rules and Regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") thereunder and has been filed with the Commission. The Company meets has complied with the requirements conditions for the use of Form S-3S-2. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) of the Act, herein referred to as the "REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "PROSPECTUS" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the Selling Stockholder and the several Underwriters as followsthat: (i) A registration statement on Form S-3 Registration statements (File NoNos. 333-8867846191 and 333-46211) with respect relating to the Shares has Offered Securities, including forms of prospectuses, have been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission (the "Commission") and have been declared effective under the Securities Act of 1933, as amended (the "ACTAct"), and the Rules and Regulations . Such registration statements (the "RULES AND REGULATIONSinitial registration statements") of the Securities and Exchange Commission (the "COMMISSION") thereunder and has been filed with the Commission. The Company meets the requirements for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally are not proposed to be amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, herein referred to as the "REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. For purposes of this Agreement, "PROSPECTUSEffective Time" with respect to the initial registration statements means the form date and time as of which such registration statements were declared effective by the Commission. "Effective Date" with respect to the initial registration statements means the date of the Effective Time thereof. The initial registration statements, as amended at their Effective Time, including all material incorporated by reference therein, and including all information (if any) deemed to be a part of the initial registration statements as of their respective Effective Times pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, are hereinafter collectively referred to as the "Registration Statements" and individually as a "Registration Statement". The base prospectuses included within the Registration Statements, as supplemented by the prospectus first supplement relating to the Offered Securities, as filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b). Each preliminary prospectus included ") under the Act, including all material incorporated by reference in the Registration Statement prior to the time it becomes effective is herein such prospectus, are hereinafter referred to collectively as a the "Prospectus". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act.