Common use of Filing of Registration Statement Clause in Contracts

Filing of Registration Statement. The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-190808, which became effective as of September 6, 2013 (the “Effective Date”), including a base prospectus dated September 6, 2013 relating to the securities registered pursuant to such Registration Statement (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (including the Base Prospectus) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus,

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808183750), which became effective as of September 618, 2013 (the “Effective Date”)2012, including a base prospectus dated September 6, 2013 relating to the securities registered pursuant of the Company as described therein and the offering thereof from time to such Registration Statement (time in accordance with Rule 415(a)(1)(x) of the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement, at the time of effectiveness of such registration statement or any part thereof for purposes of Section 11 of the Securities Act (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information in the corresponding Base Prospectus (as defined below) or a part of the Registration Statement pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented prospectus supplement relating to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. For purposes of this Agreement, all references to the Rules and Regulations (including Registration Statement, the Base Prospectus, any Preliminary Prospectus (as defined below), the Prospectus (as defined below) pursuant or any amendment or supplement to Section 4(a) hereof, or, if any of the prospectus is not foregoing shall be deemed to be include the copy filed with the Commission pursuant to Rule 424(bits Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”). All references in this Agreement to amendments or supplements to the Registration Statement, the prospectus in Base Prospectus, any Preliminary Prospectus or the form included as part Prospectus shall be deemed to mean and include the subsequent filing of any document under the Registration Statement as of the Effective Date, except Exchange Act that if any revised prospectus,is deemed to be incorporated therein by reference therein.

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808203637), which became effective as of September 6May 14, 2013 2015, relating to the Shares and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The If (but without any obligation to do so), at any time between the Closing Date and the two year anniversary of the Closing Date, the Company has prepared and filed in conformity with proposes to register (including for this purpose a registration effected by the requirements Company for stockholders other than the Purchaser) any of its stock or other securities under the Securities Act in connection with the public offering of 1933such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating solely to an SEC Rule 145 transaction, a registration on any registration form which does not permit secondary sales or a registration on any form which does not include substantially the same information as amended would be required to be included in a registration statement covering the sale of the Registrable Securities (as defined below) (a “Registration Statement”) or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give the holders of the Registrable Securities (the “Securities Act”), and published rules and regulations thereunder (the “Rules and RegulationsHolders”) adopted written notice of its intent to file such a Registration Statement. Upon the written request of each Holder given within fifteen (15) days after mailing of such notice by the Securities and Exchange Commission (Company in accordance with Section 6.6, the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-190808Company shall, which became effective as of September 6, 2013 (the “Effective Date”), including a base prospectus dated September 6, 2013 relating subject to the securities registered pursuant to such Registration Statement (the “Base Prospectus”)provisions of Section 5.4, and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed cause to be a part of the Registration Statement pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective registered under the Securities Act. The Company, if required by the Rules and Regulations Act all of the CommissionShares then held by Purchaser that the Purchaser has requested to be registered (together, will file “Registrable Securities”). Notwithstanding the Prospectus with foregoing, (i) the Commission Company shall only be obligated under Section 5.4 to register Registrable Securities for the Holder if the Holder registers at least twenty-five thousand (25,000) shares (as adjusted to reflect stock splits, reverse stock splits and similar actions affecting the Common Stock after the date hereof) as part of that registration, (ii) if the Holder has registered any shares pursuant to Rule 424(b) this Section 5.4 in each of three registrations, the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is Company shall not be obligated to be filed with the Commission provide notice pursuant to Rule 424(b) of the Rules and Regulations (including the Base Prospectus) this Section 5.4.1 or register any additional shares pursuant to Section 4(a5.4, and (iii) hereof, or, if the prospectus is Holder may immediately sell all shares of Registrable Securities held by such Holder under Rule 144 during any 90-day period, the Company shall not be obligated to be filed with the Commission provide notice pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if this Section 5.4.1 or register any revised prospectus,shares pursuant to Section 5.4.

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808148771), which became effective as of September 6February 4, 2013 2008, relating to the Securities and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) of under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808158320), which became effective as of September 6May 21, 2013 2009, relating to the Shares and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808148771), which became effective as of September 6February 2, 2013 2008, relating to the Securities and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) of under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808159913), which became effective as of September 6on June 23, 2013 2009, relating to the Stock and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Underwriters (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) of under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional Stock pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808178819), which became effective as of September 6on February 13, 2013 2012, relating to the Securities and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Underwriters (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) of under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) shelf registration statement, including a prospectus, on Form S-3 (File No. 333-190808205460), which became effective as of on September 62, 2013 2015, relating to the Stock and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Underwriter (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) of under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”) or 430B (“Rule 430B”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional Stock pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808195494), which became effective as of September 6June 26, 2013 2014, relating to the Shares and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-190808183256, which became effective as of September 6August 23, 2013 2012 (the “Effective Date”), including a base prospectus dated September 6August 23, 2013 2012 relating to the securities registered pursuant to such Registration Statement (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented prior to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities ActAct and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus (as defined below) has been issued by the Commission and no proceedings for that purpose have been instituted or are threatened by the Commission. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (including the Base Prospectus) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus,, prospectus supplement or preliminary prospectus supplement shall be provided to the Underwriter by the Company

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the published rules and regulations thereunder (the “"Rules and Regulations”") adopted by the Securities and Exchange Commission (the “"Commission”) "), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808161319), which became effective as of September 6August 26, 2013 (the “Effective Date”)2009, including a base prospectus dated September 6, 2013 relating to the securities registered pursuant to such Registration Statement Units and the offering thereof (the “Base Prospectus”)"Offering") from time to time in accordance with Rule 415(a)(1)(x) of the Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “"Registration Statement” " as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement's effectiveness for purposes of Section 11 of the Securities Act, (the "Effective Time"), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed pursuant to Rule 430A ("Rule 430A"), 430B ("Rule 430B") or 430C ("Rule 430C") under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations (including the "Rule 462(b) Registration Statement"), then any reference herein to the term "Registration Statement" shall also be deemed to include such Rule 462(b) Registration Statement. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus (as defined below), the Prospectus (as defined in below) pursuant or any amendment or supplement to Section 4(a) hereof, or, if any of the prospectus is not foregoing shall be deemed to be include the copy filed with the Commission pursuant to Rule 424(bits Electronic Data Gathering, Analysis and Retrieval System ("▇▇▇▇▇"). All references in this Agreement to amendments or supplements to the Registration Statement, the prospectus in Base Prospectus, any Preliminary Prospectus or the form included as Prospectus shall be deemed to mean and include the subsequent filing of any document under the Exchange Act and which is deemed to be incorporated therein by reference therein or otherwise deemed to be a part of the Registration Statement as of the Effective Date, except that if any revised prospectus,thereof.

Filing of Registration Statement. The Company has prepared and filed in conformity with the requirements U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-226558), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and published the rules and regulations thereunder of the Commission under the Securities Act (the “Rules and Securities Act Regulations”) adopted by and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and Exchange the Securities Act Regulations. Except as the context may otherwise require, such registration statement on file with the Commission (the “Commission”) at any given time, including any amendments, exhibits and schedules thereto at such time, documents filed as a “shelf” Registration Statement (as hereinafter defined) on part thereof or incorporated pursuant to Item 12 of Form S-3 (File No. 333-190808, which became effective as of September 6, 2013 (under the “Effective Date”), including a base prospectus dated September 6, 2013 relating to Securities Act at such time and the securities registered pursuant to such Registration Statement (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information otherwise deemed to be a part of the Registration Statement thereof or included therein pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the date of this AgreementSecurities Act Regulations at such time, including is referred to herein as the Base Prospectus. “Registration Statement.” The Registration Statement at the time it originally became effective is effective under referred to herein as the Securities Act. The Company, if required by “Initial Registration Statement.” If the Rules and Regulations of the Commission, will file the Prospectus with the Commission Company files any registration statement pursuant to Rule 424(b462(b) of the Rules and Securities Act Regulations. The , then after such filing, the term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (including the Base Prospectus) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus,

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808208784), which became effective as of September 6on January 7, 2013 2016, relating to the Securities and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating to ) in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Underwriter (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed in conformity with the requirements U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333-257200), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement, including any amendment or amendments thereto, was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and published the rules and regulations thereunder of the Commission under the Securities Act (the “Rules and Securities Act Regulations”) adopted by and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and Exchange the Securities Act Regulations. Except as the context may otherwise require, such registration statement on file with the Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-190808, which became effective as of September 6, 2013 (the “Effective Date”)at any given time, including a base prospectus dated September 6, 2013 relating to the securities registered pursuant to such Registration Statement (the “Base Prospectus”), and such any amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibitsthereto, financial schedules statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information otherwise deemed to be a part of the Registration Statement thereof or included therein pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the date Securities Act Regulations is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of this Agreementthe Securities Act Regulations, including then after such filing, the Base Prospectusterm “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement is was declared effective under the Securities Act. The Company, if required by the Rules and Regulations of the CommissionCommission on July 6, will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (including the Base Prospectus) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus,2021.

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808165677), which became effective as of September 6on April 13, 2013 2010, relating to the Stock and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Underwriter (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) of under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional Stock pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-190808163339, which became effective as of September 6January 7, 2013 2010 (the “Effective Date”), including a base prospectus dated September January 6, 2013 2010 relating to the securities registered pursuant to such Registration Statement (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities ActAct and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus (as defined below) has been issued by the Commission and no proceedings for that purpose have been instituted or are threatened by the Commission. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (including the Base Prospectus) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus,be

Filing of Registration Statement. The Company has prepared and filed filed, in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) ), a “shelf” Registration Statement (as hereinafter defined) registration statement, including a prospectus, on Form S-3 (File No. 333-190808128088), which became effective as of September February 6, 2013 2007, relating to the Shares and the offering thereof (the “Effective DateOffering”), including a base prospectus dated September 6, 2013 relating ) from time to time in accordance with Rule 415(a)(1)(x) of the securities registered pursuant to such Registration Statement (the “Base Prospectus”)Rules and Regulations, and such amendments and supplements thereto thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the aforementioned registration statement statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, (the “Effective Time”), including all exhibits, financial schedules and (i) all documents and information filed as a part thereof or incorporated or deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules incorporated by reference therein and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b(ii) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, any information in the form in which it is to be corresponding Base Prospectus (as defined below) or a prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed pursuant to Rule 430A (“Rule 430A”), 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act to be a part thereof at the Effective Time. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations (including the Base Prospectus“Rule 462(b) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(bRegistration Statement”), then any reference herein to the prospectus in the form included as part of the term “Registration Statement as of the Effective Date, except that if any revised prospectus,Statement” shall also be deemed to include such Rule 462(b)

Filing of Registration Statement. The Company has prepared and filed in conformity with the requirements U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-262683), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act of 1933, as amended (the “"Securities Act”"), which registration statement, including any amendment or amendments thereto, was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and published the rules and regulations thereunder of the Commission under the Securities Act (the “Rules "Securities Act Regulations") and Regulations”) adopted by contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and Exchange the Securities Act Regulations. Except as the context may otherwise require, such registration statement on file with the Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-190808, which became effective as of September 6, 2013 (the “Effective Date”)at any given time, including a base prospectus dated September 6, 2013 relating to the securities registered pursuant to such Registration Statement (the “Base Prospectus”), and such any amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibitsthereto, financial schedules statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information otherwise deemed to be a part of the Registration Statement thereof or included therein pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented Securities Act Regulations (the "Rule 430B Information") or otherwise pursuant to the date Securities Act Regulations is referred to herein as the "Registration Statement." The Registration Statement at the time it originally became effective is referred to herein as the "Initial Registration Statement." If the Company files any registration statement pursuant to Rule 462(b) of this Agreementthe Securities Act Regulations, including then after such filing, the Base Prospectusterm "Registration Statement" shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement is was declared effective under the Securities Act. The Company, if required by the Rules and Regulations of the CommissionCommission on March 24, will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (including the Base Prospectus) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus,2022.

Filing of Registration Statement. The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-190808183256, which became effective as of September 6August 23, 2013 2012 (the “Effective Date”), including a base prospectus dated September 6August 23, 2013 2012 relating to the securities registered pursuant to such Registration Statement (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented prior to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities ActAct and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus (as defined below) has been issued by the Commission and no proceedings for that purpose have been instituted or are threatened by the Commission. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the final prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (including the Base Prospectus) pursuant to Section 4(a) hereof, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus, prospectus supplement or preliminary prospectus supplement shall be provided to the Underwriter by the Company for use in connection with the offering and sale of the Shares which differs from the Prospectus (whether or not such revised prospectus, prospectus supplement or preliminary prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus, prospectus supplement or preliminary prospectus supplement, as the case may be (including any Preliminary Prospectus, as defined below, together with the Base Prospectus), from and after the time it is first provided to the Underwriter for such use. The term “Preliminary Prospectus” means any preliminary prospectus relating to the securities included in the Registration Statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto relating to the Shares. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the last to occur of the Effective Date, or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Date or the date of the Prospectus, as the case may be, which is incorporated by reference and (ii) any such document so filed. If the Company has filed an abbreviated registration statement to register additional securities pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b)