Common use of Well-Known Seasoned Issuer Clause in Contracts

Well-Known Seasoned Issuer. (A) At the effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (Ai) At the effectiveness time of filing of the Original Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under of the Securities Act, Act and (Div) as of at the execution of this Agreementdate hereof, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405405 of the Securities Act.

Well-Known Seasoned Issuer. (A) At the effectiveness time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto thereto, if applicable, for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company Issuer or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Notes in reliance on the exemption from Section 5(c) of the Securities Act set forth in Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company Ventas was and is a “well-known seasoned issuer,” as defined in Rule 405405 under the Securities Act.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution Time of this AgreementSale, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405405 under the Securities Act).

Well-Known Seasoned Issuer. (A) At the effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act163, and (D) as of at the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” ”, as defined in Rule 405.

Well-Known Seasoned Issuer. (Ai) At the original effectiveness of the Original Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (Div) as of the execution Time of this AgreementSale, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (Ai) At the effectiveness time of the Original filing of the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes purpose of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, an incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under of the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405405 of the Securities Act.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Placement Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (Ai) At the original effectiveness of the Original Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act Act, or in the form of a prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (Div) as of the execution of this Agreementeach Representation Date, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405405 of the Securities Act).

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution date of this Agreement, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (A) At the effectiveness time of filing of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under of the Securities Act, Act and (Div) as of at the execution of this Agreementdate hereof, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405405 of the Securities Act.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).”

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act163, and (D) as of at the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities ActAct Regulations) made any offer relating to the Shares Notes in reliance on the exemption of Rule 163 under of the Securities ActAct Regulations, and (D) as of at the execution date of this AgreementAgreement and (E) at the Applicable Time, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of at the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Notes in reliance on the exemption of Rule 163 under the Securities Act163, and (D) as of at the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Placement Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), ) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” ”, as defined in Rule 405405 under the Securities Act.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities ActAct Regulations) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of at the execution date of this AgreementAgreement and (E) at the Time of Sale, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405405 of the Securities Act.

Well-Known Seasoned Issuer. (Ai) At the effectiveness time of filing of the Original Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under of the Securities Act, Act and (Div) as of at the execution of this Agreementdate hereof, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405405 of the Securities Act.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities ActAct Regulations) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under of the Securities Act, Act Regulations and (D) as of at the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (Ai) At the effectiveness time of filing the Original Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of provided by Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities ActAct Regulations) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of at the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), ) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities ActAct Regulations) made any offer relating to the Shares Notes in reliance on the exemption of Rule 163 under of the Securities Act, and (D) as of the execution of this AgreementAct Regulations, the Company was and or is a “well-known seasoned issuer,” ”, as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of paragraph (c) of Rule 163(c) under 163 of the Securities ActAct Regulations (“Rule 163”)) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of at the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

Well-Known Seasoned Issuer. (A) At the effectiveness time of filing of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), ) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405405 under the Securities Act.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution Time of this AgreementSale, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (A) At the effectiveness time of filing of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under of the Securities Act, Act and (D) as of at the execution of this Agreementdate hereof, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405405 of the Securities Act.

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreementeach Representation Date, the Company was and is will be a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (A) At the time of effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution Time of this AgreementSale, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405405 under the Securities Act.

Well-Known Seasoned Issuer. (A) At Upon the effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Exchange Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) promulgated under the Securities Act) made any offer relating to the Placement Shares in reliance on the exemption of Rule 163 promulgated under the Securities Act, and (D) as of the execution of this AgreementApplicable Time, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this AgreementSettlement Date, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405).

Well-Known Seasoned Issuer. (A) At the original effectiveness of the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, and (D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” (as defined in Rule 405405 under the Securities Act).”