Common use of Final Prospectus Clause in Contracts

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain 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; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (x) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (y) the following the third paragraph under “Underwriting” in the Final Prospectus and the sub-captions under “Underwriting” in the Final Prospectus: “Electronic Offer, Sale and Distribution of Securities,” “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” “Other Relationships,” and “Selling Restrictions outside the United States.” (collectively, the “Underwriter Information”).

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain 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; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (xA) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (yB) the following the third paragraph under “Underwriting” in the Final Prospectus and the sub-captions under “Underwriting” in the Final final Prospectus: “Electronic Offer, Sale and Distribution of SecuritiesDistribution,” “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of InterestNo Prior Public Market,” “Other Relationships,” and “Selling Restrictions outside Offers Outside the United States.” (collectively, the “Underwriter Information”).

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain 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; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (xA) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (yB) the following the third paragraph under “Underwriting” in the Final Prospectus and the sub-captions under “Underwriting” in the Final final Prospectus: “Electronic Offer, Sale Sale, and Distribution of SecuritiesOrdinary Shares,” “Price Stabilization, Short Positions Positions, and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” “Other Relationships,” and “Selling Restrictions outside the United States.Restrictions” (collectively, the “Underwriter Information”).

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain 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; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (xA) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (yB) the following the third paragraph under “Underwriting” in the Final Prospectus and the sub-captions under “Underwriting” in the Final final Prospectus: “Electronic Offer, Sale Sale, and Distribution of SecuritiesClass A Ordinary Shares,” “Price Stabilization, Short Positions Positions, and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” “Other Relationships,” and “Selling Restrictions outside the United States.Restrictions” (collectively, the “Underwriter Information”).

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain 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; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (xA) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (yB) the following the third paragraph under “Underwriting” in the Final Prospectus and the sub-captions under “Underwriting” in the Final Prospectus: “Electronic Offer, Sale Sale, and Distribution of SecuritiesClass A Ordinary Shares,” “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” “Other Relationships,” and “Selling Restrictions outside the United States.Restrictions” (collectively, the “Underwriter Information”).

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain 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; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative Representatives consists solely of (x) the names of the Representative Representatives in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (y) the following the third paragraph under “Underwriting” in the Final Prospectus and the sub-captions under “Underwriting” in the Final final Prospectus: “Electronic Offer, Sale and Distribution of Securities,” “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” “Other Relationships,” and “Selling Restrictions outside the United States.” (collectively, the “Underwriter Information”).