Common use of Authorized Capital; Options, etc Clause in Contracts

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities. The information set forth under the caption “Capitalization” in the Registration Statement and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All of the Public Securities conform to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus, on the Effective Date, as of the Applicable Time and Time, on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The information set forth under the caption Company does not have any stock appreciation rights or “Capitalizationphantom stock” in the Registration Statement and the Prospectus (and plans or agreements or any similar section plan or information contained in agreement. No further approval or authorization of any stockholder, the Pricing Disclosure Package) Board of Directors or others is true required for the issuance and correct. All sale of the Public Securities conform or the Representatives’ Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s capital stock to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockstockholders.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company Shares or any security convertible or exercisable into shares of Common Stock of the CompanyShares, or any contracts or commitments to issue or sell shares of Common Stock Shares or any such options, warrants, rights or convertible securitiessecurities (“Common Share Equivalent”). No individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a “Person”) has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement, the Pre-Funded Warrant Certificates, the Warrant Agreement or the Representative’s Warrant Agreement. The information set forth under the caption “Capitalization” in the Registration Statement issuance and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All sale of the Public Securities conform will not obligate the Company to issue Common Shares or other securities to any Person (other than the Underwriters) and will not result in a right of any holder of securities of the Company to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s capital stock to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockshareholders.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and Time, on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock Shares of the Company or any security convertible or exercisable into shares of Common Stock Shares of the Company, or any contracts or commitments to issue or sell shares of Common Stock Shares or any such options, warrants, rights or convertible securitiessecurities (“Common Share Equivalent”). No individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a “Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement, the Warrant Agreement or the Representative’s Warrant Agreement. The information set forth under the caption “Capitalization” in the Registration Statement issuance and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All sale of the Public Securities conform will not obligate the Company to issue Common Shares or other securities to any Person (other than the Underwriters) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s capital stock to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockshareholders.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities. The information set forth under the caption “Capitalization” securities except for subsequent issuances, if any, (A) pursuant to this Agreement, (B) pursuant to agreements or employee benefit plans, in each case, referred to in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus or, (and any similar section or information contained in the Pricing Disclosure PackageC) is true and correct. All of the Public Securities conform pursuant to the description thereof contained exercise of convertible securities, options or warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stock).

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and Time, on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the CompanyStock, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities. The information set forth under the caption No individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a “Capitalization” Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the Registration Statement transactions contemplated by this Agreement, the Warrant Agreement or the Representative’s Warrant. The issuance and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All sale of the Public Securities conform will not obligate the Company to issue Common Stock or other securities to any Person (other than the Underwriters) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s capital stock to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockshareholders.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and Time, on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company Ordinary Shares or any security convertible or exercisable into shares of Common Stock of the CompanyOrdinary Shares, or any contracts or commitments to issue or sell shares of Common Stock Ordinary Shares or any such options, warrants, rights or convertible securities. The information set forth under the caption No individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a “Capitalization” Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the Registration Statement transactions contemplated by this Agreement, the Pre-funded Warrant Agreement, the Warrant Agreement or the Representative’s Warrant that has not otherwise been expressly waived. The issuance and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All sale of the Public Securities conform will not obligate the Company to issue Ordinary Shares or other securities to any Person (other than the Underwriters) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s capital stock to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockshareholders.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock Shares of the Company or any security convertible or exercisable into shares of Common Stock Shares of the Company, or any contracts or commitments to issue or sell shares of Common Stock Shares or any such options, warrants, rights or convertible securities. The information set forth under the caption “Capitalization” No Person has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the Registration Statement transactions contemplated by this Agreement or the Representative’s Warrant Agreement. The issuance and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All sale of the Public Securities conform will not obligate the Company to issue Common Shares or other securities to any Person (other than the Underwriters) and will not result in a right of any holder of securities of the Company to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s share capital to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockshareholders.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities. The information set forth under the caption “Capitalization” in the Registration Statement and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All of the Public Primary Securities conform to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The form of certificates for the Public Primary Securities conforms to U.S. federal and applicable state laws and to any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company Shares or any security convertible or exercisable into shares of Common Stock of the CompanyShares, or any contracts or commitments to issue or sell shares of Common Stock Shares or any such options, warrants, rights or convertible securitiessecurities (“Common Share Equivalent”). No individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a “Person”) has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement, the Securities Purchase Agreement, the Pre-Funded Warrant Certificates, the Warrant Certificates or the Placement Agent’s Warrant Agreement. The information set forth under the caption “Capitalization” in the Registration Statement issuance and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All sale of the Public Securities conform will not obligate the Company to issue Common Shares or other securities to any Person (other than the Placement Agent) and will not result in a right of any holder of securities of the Company to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s capital stock to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockshareholders.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and Time, on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the CompanyStock, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities. The information set forth under the caption No individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a “Capitalization” Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the Registration Statement transactions contemplated by this Agreement, the Warrant Agreement or the Unit Purchase Option Agreement. The issuance and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All sale of the Public Securities conform will not obligate the Company to issue Common Stock or other securities to any Person (other than the Underwriters) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s capital stock to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockshareholders.

Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the ProspectusFinal Offering Documents, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the ProspectusFinal Offering Documents, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the ProspectusFinal Offering Documents, on the Effective Date, as of the Applicable Time Time, and on the Closing Date and any Option Closing Date, respectively, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, authorized but unissued shares of Common Stock of the Company Shares, or any security convertible or exercisable into shares of Common Stock of the CompanyShares, or any contracts or commitments to issue or sell shares of Common Stock Shares or any such options, warrants, rights or convertible securities. The information set forth under the caption No individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a “Capitalization” Person”) has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the Registration Statement transactions contemplated by this Agreement or the Representative’s Warrant Agreement. The issuance and the Prospectus (and any similar section or information contained in the Pricing Disclosure Package) is true and correct. All sale of the Public Securities conform Offered Shares will not obligate the Company to issue Common Shares or other securities to any Person (other than the Underwriters) and will not result in a right of any holder of securities of the Company to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the description thereof contained in Company’s capital stock to which the Registration StatementCompany is a party or, to the Pricing Disclosure Package and knowledge of the Prospectus. The form of certificates for the Public Securities conforms to U.S. federal and applicable state laws and to Company, between or among any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in respect to its capital stockshareholders that are control persons.