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

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (B) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationCommunications.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationCommunications.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (B) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationCommunications.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (B) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications, other than Testing-the-Waters Communications with the prior consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (Bii) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.Testing-

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communication.Waters

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (Bii) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed reconfirms that the Representatives have been authorized to act on its behalf in undertaking any Written Testing-the-Waters Communication.Waters

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (B) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationCommunications. .

Testing-the-Waters Materials. The Neither the Company nor the Subsidiary (Ai) has not alone engaged in any Testing-the-Waters Communication Communications, other than Testing-the-Waters Communications with the prior consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and Act, nor (Bii) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-and the Subsidiary reconfirm that the-Waters Communication.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications, other than Testing-the-Waters Communications with the prior consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (Bii) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications, other than Testing-the-Waters Communications with the prior consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (Bii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.not

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that the Company reasonably believes are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 163B under the Securities Act and (B) has not authorized anyone other than the Representative or one or more of the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has not distributed any Written been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationCommunications.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (B) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationCommunications.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written confirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communication.Waters

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (Bii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has not distributed any Written been authorized to act on its behalf in undertaking Testing-the-Waters Communication.Waters

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (Bii) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.reconfirms that the Representatives have been authorized to

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications, other than Testing-the-Waters Communications with the prior consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (Bii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.authorized

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has not distributed any Written been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationCommunications.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (B) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication. .

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications (as defined below), other than Testing-the-Waters Communications with the prior consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (B) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (Bii) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.Waters

Testing-the-Waters Materials. The Company and its officers and directors (A) has have not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has have not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications specifically authorized by the Company. The Company has not distributed any Written Testing-the-Waters CommunicationCommunications other than those listed on Schedule D hereto.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (Bii) has not authorized anyone other than the Representative Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.not

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communication Communications, other than Testing-the-Waters Communications with the prior consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (Bii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company has not distributed any Written reconfirms that the Representative have been authorized to act on its behalf in undertaking Testing-the-Waters Communication.Communications. The Company has