Common use of Rule 405 Clause in Contracts

Rule 405. At (i) the Effective Date, (ii) the earliest time after the Effective Date that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) promulgated by the Commission pursuant to the Securities Act) of the Public Securities and (iii) the execution of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 promulgated by the Commission pursuant to the Securities Act (“Rule 405”), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

Rule 405. At (i) the Effective Date, (iiA) at the earliest time after the Effective Date that the Company or another offering participant made a bona fide bonafide offer (within the meaning of Rule 164(h)(2) promulgated by of the Commission pursuant to the Securities ActRules) of the Public Securities Shares and (iiiB) at the execution of this AgreementAgreement (with such time of execution being used as the determination date for the purpose of this clause (B)), the Company was not and is not an “ineligible issuer,” as defined in Rule 405 promulgated by the Commission pursuant to of the Securities Act (“Rule 405”), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.