Common use of 10b-5 Representation Clause in Contracts

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to dealers’ concessions and reallowances contained in the third paragraph of the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or and will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge It is understood that the following identified statements set forth in the Sale Preliminary Prospectus and agree that such the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information provided furnished by or on behalf of the Underwriters consists solely of Representative with respect to the followingUnderwriters: the names of the Underwriters, the information with respect to dealers’ concessions and reallowances contained in the third paragraph of the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-post effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Neither the Registration Statement, as of the Effective DateSale Preliminary Prospectus nor any Preliminary Prospectus or the Prospectus contained therein, did not, and the amendments and supplements nor any amendment or supplement thereto, as of on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale did (or at such subsequent Time of Sale pursuant to Section 2.1.1), does or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters any Underwriter consists solely of the following: the names and addresses of the several Underwriters, the statement that the Representative does not make markets in securities contained in “Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which could adversely affect the liquidity and price of our securities,” the information relating to the securities offerings experience of the Representative and its principals contained in “Risk Factors—There are risks associated with our underwriter’s lack of recent experience in public offerings,” the information relating to the inexperience of the Representative contained in the section entitled “Underwriting,” the information with respect to dealers’ concessions and reallowances contained in the third paragraph of section entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “UnderwritingNotices to Non-U.S. Investors” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information.”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Neither the Registration Statement, as of the Effective DateSale Preliminary Prospectus nor any Preliminary Prospectus or the Prospectus contained therein, did not, and the amendments and supplements nor any amendment or supplement thereto, as of on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale did or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary (in order to make the statements therein, in the light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists , which information, it is agreed, shall consist solely of the following: the names of the Underwriters, several Underwriters and the information with respect to dealers’ concessions and reallowances contained in the third paragraph subsection captioned “Foreign Regulatory Restrictions on Purchase of the section entitled “Underwriting,Units” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section of the Prospectus entitled “Legal MattersUnderwriting.” (such informationThe Company has not prepared or used and will not prepare or use a “free writing prospectus” as defined in Rule 405 under the Act, collectively, in connection with the “Underwriters’ Information”)offering of the Securities.

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus did or do and will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation representations and warranty warranties made in this Section 2.2.1 does do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to dealers’ concessions and reallowances contained in the third paragraph of the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-post effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Neither the Registration Statement, as of the Effective DateSale Preliminary Prospectus nor any Preliminary Prospectus or the Prospectus contained therein, did not, and the amendments and supplements nor any amendment or supplement thereto, as of on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale did (or at such subsequent Time of Sale pursuant to Section 2.1.1), does or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters any Underwriter consists solely of the following: the names and addresses of the several Underwriters, the statement that the Representative does not make markets in securities contained in [“Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which could adversely affect the liquidity and price of our securities,” the information relating to the securities offerings experience of the Representative and its principals contained in “Risk Factors—There are risks associated with our underwriter’s lack of recent experience in public offerings,” the information with respect to dealers’ concessions and reallowances contained in the third paragraph of section entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “UnderwritingNotices to Non-U.S. Investors” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information.”).]

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any), the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Statement did or will, in all material respects, conform to the requirements of the Act and the Regulations. At the applicable Closing Date or the Option Closing Date, as the case may be, the Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Act to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made information contained in or statements omitted from the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement theretoinclusion therein. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to dealers’ concessions and reallowances contained in the third fourth paragraph of the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth and seventeenth paragraphs of the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus contained all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective DateDate and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities Units or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, and the information with respect to dealers’ concessions and reallowances contained in the third paragraph of the section entitled “Underwriting,” the information with respect to short positions and stabilizing stabilization transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal MattersUnderwriting - Price Stabilization, Short Position” (such information, collectively, the “Underwriters’ Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the effective date (“Effective Date”) of the Registration Statement and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, Underwriters the information with respect to dealers’ concessions and reallowances contained in the third paragraph of the section entitled “Underwriting,” the information with respect to short positions and stabilizing stabilization transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal MattersUnderwriting - Regulatory Restrictions on Purchase of Securities” (such information, collectively, the “Underwriters’ Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-post effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Neither the Registration Statement, as of the Effective DateSale Preliminary Prospectus nor any Preliminary Prospectus or the Prospectus contained therein, did not, and the amendments and supplements nor any amendment or supplement thereto, as of on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale did (or at such subsequent Time of Sale pursuant to Section 2.1.1), does or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters any Underwriter consists solely of the following: the names and addresses of the several Underwriters, the statement that the Representative does not make markets in securities contained in “Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which could adversely affect the liquidity and price of our securities,” the information relating to the securities offerings experience of the Representative and its principals contained in “Risk Factors—There are risks associated with our underwriter’s lack of recent experience in public offerings,” the information with respect to dealers’ concessions and reallowances contained in the third paragraph of section entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “UnderwritingNotices to Non-U.S. Investors” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information.”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the any amendments and or supplements thereto, thereto as of their respective dateseffective dates will not, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein therein, not misleading. The Any Preliminary Prospectus or Sale Preliminary Prospectus, as of its date their respective dates, and the Prospectus and any amendments or supplements thereto, as of their respective dates and the Closing Date or the Option Closing Date, as the case may be, did not or and will not, and include any untrue statement of a material fact or omit to state a material fact necessary in order to make the amendments and supplements theretostatements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of their respective datesthe Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), will not, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to dealers’ concessions and reallowances stabilizing transactions contained in the third paragraph of paragraphs under “Price Stabilization, Short Positions” in the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of under “Selling Restrictions” in the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).