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

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and either (A) has been declared effective under the Securities Act of 1933 (“Act”) and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (A) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and, if so filed, has become effective upon filing pursuant to such

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333255670) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”"COMMISSION") and either (Ai) has been declared effective under the Securities Act of 1933 (“Act”"ACT") and is not proposed to be amended or (Bii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (Ai) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b"RULE 462(B)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333249287) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“"Commission”") and either (A) has been declared effective under the Securities Act of 1933 1933, as amended (“"Act”") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333265272) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“"Commission”") and either (A) has been declared effective under the Securities Act of 1933 (“"Act”") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332102439) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and either (Ai) has been declared effective under the Securities Act of 1933 1933, as amended (“Act”) and is not proposed to be amended or (Bii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (Ai) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333244606) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“"Commission”") and either (Ai) has been declared effective under the Securities Act of 1933 (“"Act”") and is not proposed to be amended or (Bii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333286580) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and either (A) has been declared effective under the Securities Act of 1933 (“Securities Act”) and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (A) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act and, if so filed, has become effective upon filing pursuant to suchRule 462(b) and the Offered Securities all have been duly registered under the

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332120037) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) and either (A) has been declared effective under the Securities Act of 1933 (the “Act”) and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (A) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, to the several Underwriters that: (i) A registration statement (No. 333-11333277709) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”"COMMISSION") and either (Ai) has been declared effective under the Securities Act of 1933 (“Act”"ACT") and is not proposed to be amended or (Bii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (Ai) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "RULE 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332333- ) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“"Commission”") and either (A) has been declared effective under the Securities Act of 1933 (“"Act”") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants the Selling Stockholders severally and not jointly represent and warrant to, and agrees agree with, the several Underwriters that: (i) A registration statement (No. 333-11333273026) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“"Commission”") and either (A) has been declared effective under the Securities Act of 1933 (“"Act”") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333276263) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”"COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 (“Act”"ACT") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b"RULE 462(B)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332116482) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and either (Ai) has been declared effective under the Securities Act of 1933 (“Securities Act”) and is not proposed to be amended or (Bii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (Ai) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332118142) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”"COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 (“Act”"ACT") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b"RULE 462(B)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332108028) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”the "COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 (“Act”the "ACT") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b"RULE 462(B)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333269177) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“"Commission”") and either (A) has been declared effective under the Securities Act of 1933 (“"Act”") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333263766) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”"COMMISSION") and either (Ai) has been declared effective under the Securities Act of 1933 (“Act”"ACT") and is not proposed to be amended or (Bii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (Ai) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "RULE 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332333- ) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”"COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 (“Act”"ACT") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "RULE 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchupon

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333270945) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”"COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 (“Act”"ACT") and is not proposed to be amended or (B) is proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "RULE 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332132138) relating to the Offered Securities, including a form of prospectus, has been filed with the United States Securities and Exchange Commission (the “Commission”) and either (Ai) has been declared effective under the Securities Act of 1933 1933, as amended (the “Act”) and is not proposed to be amended or (Bii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (Ai) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement Registration statements (No. 333-113332111777 and No. 333-106942) relating to the Offered Securities, each including a form of prospectus, has have been filed with the Securities and Exchange Commission (“Commission”) and either (A) has have been declared effective under the Securities Act of 1933 (“Act”) and is are not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statementstatements”) has been declared effective, either ). (A) an An additional registration statement (the “additional registration statement”) relating to the Offered Securities may have has been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and, if so filed, and has become effective upon filing pursuant to suchsuch Rule, and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statements and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332333-_____) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“"Commission”") and either (A) has been declared effective under the Securities Act of 1933 1933, as amended (“"Act”") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332112867) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and either (A) has been declared effective under the Securities Act of 1933 (“Act”) and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (A) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement on Form S-1 (No. 333-1133329457) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“the "Commission”") and either (A) has been declared effective under the Securities Act of 1933 1933, as amended (“the "Act”) "), and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchhas

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-11333239912) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“"Commission”") and either (Ai) has been declared effective under the Securities Act of 1933 (“"Act”") and is not proposed to be amended or (Bii) is proposed to be amended by amendment or post-post- effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (Ai) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement on Form S-1 (No. 333-1133329457) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“the "Commission”") and either (A) has been declared effective under the Securities Act of 1933 1933, as amended (“the "Act”) "), and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332xxxx) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“the "Commission”") and either (A) has been declared effective under the Securities Act of 1933 (“the "Act”") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “"initial registration statement”") has been declared effective, either (A) an additional registration statement (the “"additional registration statement”") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“"Rule 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-113332112002) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”"COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 (“Act”"ACT") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "RULE 462(b)”") under the Act and, if so filed, has become effective upon filing pursuant to suchsuch Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon