Common use of Testing-the-Waters Communication Clause in Contracts

Testing-the-Waters Communication. The Company (a) has not alone engaged in any Testing-the-Waters Communication other than with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) except as disclosed in writing to the Representatives on or before the date hereof, has not authorized anyone other than the Representatives to engage in Testing- the-Waters Communication. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communication. The Company has not distributed any Written Testing-the-Waters Communication except as disclosed in writing to the Representatives on or before the date hereof.

Testing-the-Waters Communication. The Company (a) has not alone engaged in any Testing-the-Waters Communication other than with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) except as disclosed in writing to the Representatives on or before the date hereof, has not authorized anyone other than the Representatives to engage in Testing- Testing-the-Waters Communication. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communication. The Company has not distributed any Written Testing-the-Waters Communication except as disclosed in writing (with such disclosure including provision of any such Written Testing-the-Waters Communication distributed) to the Representatives on or before the date hereof.

Testing-the-Waters Communication. The Company (aA) has not alone engaged in any Testing-the-Waters Communication Communications other than Testing-the-Waters Communications with the consent of the Representatives and with entities that are either (1) qualified institutional buyers within the meaning of Rule 144A under the Securities Act or (2) institutions that are accredited investors within the meaning of Rule 501 under the Act Securities Act, and (bB) except as disclosed in writing to the Representatives on or before the date hereof, has not authorized anyone other than the Representatives Kxxxx Bxxxxxxx to engage in Testing- Testing-the-Waters CommunicationCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationCommunications. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communication except Communications (as disclosed in writing to the Representatives defined below) other than those listed on or before the date hereofSchedule D hereto.

Testing-the-Waters Communication. The Company (ai) has not alone engaged in any Testing-the-Waters Communication other than communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (bii) except as disclosed in writing to the Representatives on or before the date hereof, has not authorized anyone other than the Representatives to engage in Testing- Testing-the-Waters CommunicationCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communication. The Company has not presented to any potential investors or otherwise distributed any Written Testing-the-Waters Communication except as disclosed other than those set forth in writing to the Representatives on or before the date hereofSchedule C hereto.