Common use of Compliance with Securities Act Requirements Clause in Contracts

Compliance with Securities Act Requirements. (A) (I) At their respective Effective Times, (II) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter specifically for use therein, including statements in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the Underwriter.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representative specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. The Company and the Company’s parent company, Compuware Corporation, a Michigan corporation (“Compuware”), had a reasonable basis for, and made in good faith, each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or omissions from Section 21E of the Exchange Act) contained in the Initial Registration Statement and the Additional Registration Statement (if any), in each case at the time such documents relating to the manner of offering the Offered Securities as determined by the Underwriter“forward-looking statement” was made.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option Closing Date(as defined below), each of the Initial Registration Statement and the Additional 462(b) Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not include and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional 462(b) Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter specifically for use therein. Notwithstanding anything in this paragraph (iv) to the contrary, including with respect to the Selling Stockholder, the provisions of this paragraph (iv) apply only to the extent that any statements in or omissions from such documents any Registration Statement, Prospectus, prospectus wrapper, as amended or supplemented or any Statutory Prospectus are made in reliance on and in conformity with written information relating to the manner Selling Stockholder that is furnished to the Company by or on behalf of offering the Offered Securities as determined by Selling Stockholder specifically and expressly for use therein, it being understood and agreed that the Underwriteronly such information contained in any Registration Statement or any Statutory Prospectus is the information in such Registration Statement or such Statutory Prospectus with respect to the Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Selling Stockholder” (the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. Notwithstanding anything to the contrary, with respect to each Selling Stockholder, the first sentence of this subsection (e) applies only to statements in or omissions from any Registration Statement, Statutory Prospectus or the Final Prospectus that are made in reliance upon and in conformity with information furnished to the Company by such documents Selling Stockholder expressly for use therein (“Selling Stockholder Information”), it being understood and agreed that the only Selling Stockholder Information consists solely of the information relating to such Selling Stockholder under the manner of offering caption “Principal and Selling Stockholders” in any Statutory Prospectus or the Offered Securities as determined by the UnderwriterFinal Prospectus.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective under the Act, (IIB) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus with the Commission pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representative specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterSection 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and and, as applicable, will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations Regulations, (ii) at their respective Effective Times, each of the Initial Registration Statement and the Additional Registration Statement (if any) did not and and, as applicable, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (Biii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (iv) on the date of this Agreement, at their respective Effective Times or issue dates and on each Closing Date, the Final Prospectus, any Statutory Prospectus, and any Issuer Free Writing Prospectus complied or comply in all material respects, and such documents and any further amendments or supplements thereto will comply in all material respects, with any applicable laws or regulations of foreign jurisdictions in which such is distributed in connection with any offer and sale of Directed Shares outside the Unites States. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterSection 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon (i) written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in Section 8(c) hereof, or omissions from such documents relating (ii) written information furnished to the manner of offering Company by a Selling Stockholder specifically for use therein, it being understood and agreed that the Offered Securities as determined by only such information is that (x) with respect to such Selling Stockholder that appears in the Underwritertable (excluding percentages but including corresponding footnotes) under the heading “Principal and Selling Stockholders” and (y) with respect to such Selling Stockholder, other than Xxxxxx X. Xxxxxxx, that appears in the first and second paragraphs under the heading “Ares Management” (collectively, the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein not misleading. The preceding sentence does not Notwithstanding the foregoing, the representations and warranties in this section 3(e) shall apply only to the extent that any statements in or omissions from any such document the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by the Underwriter Selling Stockholders specifically for use therein, including statements ; it being understood that the only such information furnished in or omissions from such documents relating writing to the manner of offering the Offered Securities as determined Company by the UnderwriterSelling Stockholders specifically for use therein is that information described in Section 8(b) of this Agreement.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective the Effective TimesTime, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional any additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (Bii) on its date, at the time of filing of the Final Registration Statement Prospectus pursuant to Rule 424(b), and on each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) on its date, at the time of filing of the Preliminary Prospectus Supplement pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on at the First Closing Date and the Over-Allotment Option Closing DateApplicable Time, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply ; provided, that no representation or warranty is made as to statements information contained in or omissions omitted from any such document based Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter Underwriters specifically for use inclusion therein, including which information is specified in Section 9(c). The preceding sentence applies only to the extent that any statements in or omissions from such documents relating a Registration Statement, the General Disclosure Package, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are based on written information furnished by the Selling Stockholders to the manner Company expressly for use therein. For purposes of offering this Section 3(c), the Offered Securities as determined parties hereto agree that the only information furnished to the Company by the UnderwriterSelling Stockholders is the information about such Selling Stockholders set forth under the caption entitled “Selling Stockholders” in the foregoing documents.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) at the Closing Time and on the First Closing each Date and the Over-Allotment Option Closing Dateof Delivery, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not include and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and at the Closing Time and on the First Closing each Date and the Over-Allotment Option Closing Dateof Delivery, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein. Notwithstanding anything in this paragraph (v) to the contrary, including with respect to each Selling Stockholder, the provisions of this paragraph (v) apply only to the extent that any statements in or omissions from such documents any Registration Statement, Final Prospectus, prospectus wrapper, as amended or supplemented or any Statutory Prospectus are made in reliance on and in conformity with written information relating to such Selling Stockholder that is furnished to the manner Company by or on behalf of offering such Selling Stockholder specifically and expressly for use therein, it being understood and agreed that the Offered Securities only such information contained in any Registration Statement or any Statutory Prospectus is the information in such Registration Statement or such Statutory Prospectus with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption "Principal and Selling Stockholders" (the "Selling Stockholder Information"), provided that with respect to Warburg Pincus Private Equity VIII, L.P. ("WP") as determined by a Selling Stockholder, Selling Stockholder Information shall also include the Underwriter.information contained in any Registration Statement or any Statutory Prospectus describing (x) WP's agreements with Xxxx Xxxxx or performance thereunder, (y) WP's guarantee in favor of a postsecondary college in the Connecticut state college system or performance thereunder or (z) WP's loan to Xxxxxx Xxxxx, related documents thereto or performance with respect to such loan or related documents, in each case which appear:

Compliance with Securities Act Requirements. (A) (I) At On their respective Effective TimesDates, (II) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (or, if no such filing is required) , at the Effective Time Date of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The With regard to the Onex Stockholders and the Other Stockholders, the preceding sentence applies only to the extent that any such statement in or omission from any such document is based upon written information furnished to the Company by such Selling Stockholder specifically for use therein; with regard to the Management Stockholders, the preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterSection 8(c) hereof.

Compliance with Securities Act Requirements. At the time the U.S. Registration Statement initially became effective, at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (A) (I) At their respective Effective Timeswhether by post effective amendment, (II) incorporated report or form of prospectus), at the Bid Letter Time, the Applicable Time and on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial U.S. Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading and (B) on misleading. On its date, at the time of filing of the Final Registration Statement and the Final U.S. Prospectus pursuant to Rule 424(b) or (if no such filing is required) at under the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, Securities Act and on the First Closing Date and the Over-Allotment Option Closing Date, the Final U.S. Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does sentences do not apply to statements in or omissions from any such document based made in reliance upon and in conformity with written information furnished to BIP by any Underwriter through the Company by the Underwriter specifically Representatives expressly for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the Underwritersection 17.3 hereof.

Compliance with Securities Act Requirements. On the (A) (I) At their respective Effective Times, (II) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and Statement, the Additional Initial Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) Effective Date of the Additional Registration Statement (if any), each Registration Statement did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (C) date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement and, at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, and on each Closing Date, each Registration Statement and the Prospectus do not include, or will not include, any untrue statement of a material fact or do not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not Notwithstanding the foregoing, the representations and warranties in this section 2(b)(ii) shall apply only to the extent that any statements in or omissions from any such document a Registration Statement or the Prospectus are based upon written information furnished to the Company by the Underwriter Selling Stockholder specifically for use therein, including statements ; it being understood that the only such information furnished in or omissions from such documents relating writing to the manner of offering the Offered Securities as determined Company by the UnderwriterSelling Stockholder specifically for use therein is that information described in Section 8(b) of this Agreement.

Compliance with Securities Act Requirements. Neither the Commission nor any state or other jurisdiction or other regulatory body has issued, and neither is, to the knowledge of the Company, threatening to issue, any stop order under the Act or other order suspending the effectiveness of the Registration Statement. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representative specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterSection 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement, the ADS Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading , and (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) on the date of this Agreement, at their respective Effective Times or issue dates and on each Closing Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus complied or comply, and such documents and any further amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterSection 8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post- effective amendment, incorporated report or form of prospectus), (C) at the Applicable Time relating to the Shares and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus final prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and final prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply applies only to statements in or omissions from any such document based that are made in reliance upon and in conformity with the written information furnished to the Company by the Underwriter specifically Selling Stockholder expressly for use therein, including statements in or omissions from it being understood and agreed that the only such documents relating information furnished by the Selling Stockholder consists of the Selling Stockholder Information. Each Underwriter, the Company and the Selling Stockholder agree that the “Selling Stockholder Information” consists solely of (i) the name, address and number of shares of Common Stock owned by the Selling Stockholder, before and after the offering, and (ii) the other information with respect to the manner of offering Selling Stockholder that appears in the Offered Securities tables (and corresponding footnotes) under the captions “Selling Stockholder” and/or “Selling Holders,” in each case, in the Registration Statement, the General Disclosure Package, the Prospectus or in any Issuer Free Writing Prospectus, as determined by the Underwriterapplicable.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representative specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. Each document, if any, filed or omissions from such documents relating to be filed pursuant to the manner Exchange Act and incorporated by reference in the General Disclosure Package and the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of offering the Offered Securities as determined by the UnderwriterCommission thereunder.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Securities and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (x) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information consists of the information described as such in Section 8(b) hereof or omissions from such documents relating to (y) that part of the manner Registration Statement that shall constitute the Statement of offering Eligibility and Qualification (Form T-1) under the Offered Securities as determined by Trust Indenture Act of the UnderwriterTrustee.

Compliance with Securities Act Requirements. (A) (Ii) At their respective Effective Times, (II) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Securities Act and the Rules and Regulations and did do not include and will not include any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply applies only to the extent that (A) any statements set forth under the captions "Principal and Selling Stockholders" (consisting of the name and address, number of shares and related footnotes to the table contained in such section), "Certain Relationships and Related Party Transactions" and only with respect to Xxxxxx X. Xxxxxx and B. Xxxx Xxxxx, each an executive officer of the Company (each an "Executive Officer Selling Stockholder"), any statement set forth under the caption "Management" (consisting of biographical information regarding each Executive Officer Selling Stockholder), or (B) omissions from any the information under such document captions in a Registration Statement or the Final Prospectus, in each case of (A) and (B), are based upon on written information concerning such Selling Stockholder furnished to the Company by the Underwriter such Selling Stockholder specifically for use therein, including statements in or omissions from such documents relating therein (any written information concerning any Selling Stockholder furnished to the manner of offering Company by such Selling Stockholder specifically for such use being referred to as the Offered Securities as determined by the Underwriter"Selling Stockholder Information").

Compliance with Securities Act Requirements. (i) (A) (I) At their respective the time the Post-Effective TimesAmendment initially became effective, (IIB) at the time of each amendment to the Registration Statement following the Post-Effective Amendment for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Securities, (D) on the date of this Agreement each Representation Date and (IIIE) on if specified in a Terms Agreement, if any, at the First Closing Date and the Over-Allotment Option Closing Date, each time of delivery of the Initial Securities described in such Terms Agreement, the Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b), (C) or on each Representation Date and (D) if no such filing is required) specified in a Terms Agreement, if any, at the Effective Time time of delivery of the Additional Registration Statement Securities described in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Datesuch Terms Agreement, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company Issuer by the Underwriter Distributor specifically for use therein, including statements it being understood and agreed that, if there is any Terms Agreement, the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterTerms Agreement.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective the time the Post-Effective TimesAmendment initially became effective, (IIB) at the time of each amendment to the Registration Statement following the Post-Effective Amendment for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives, if any, specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterTerms Agreement.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Securities and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (x) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information consists of the information described as such in Section 8(b) hereof or omissions from such documents relating to (y) that part of the manner Registration Statement which shall constitute the Statement of offering Eligibility and Qualification (Form T-1) under the Offered Securities as determined by Trust Indenture Act of the UnderwriterTrustee.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective the Effective TimesTime, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional any additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (Bii) on its date, at the time of filing of the Final Registration Statement Prospectus pursuant to Rule 424(b), and on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) on its date, at the time of filing of the Preliminary Prospectus Supplement pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on at the First Closing Date and the Over-Allotment Option Closing DateApplicable Time, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply ; provided, that no representation or warranty is made as to statements information contained in or omissions omitted from any such document based Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for use inclusion therein, including which information is specified in Section 9(c). The preceding sentence applies only to the extent that any statements in or omissions from such documents relating a Registration Statement, the General Disclosure Package, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are based on written information furnished by the Selling Stockholders to the manner Company expressly for use therein. For purposes of offering this Section 3(c), the Offered Securities as determined parties hereto agree that the only information furnished to the Company by the UnderwriterSelling Stockholders is the information about such Selling Stockholders set forth under the caption entitled “Selling Stockholders” in the foregoing documents.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective On the Effective Times, (II) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and Statement, the Additional Initial Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (B) on its datethe Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed or will conform, in all material respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time Date of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform conform, in all material respects to the requirements of the Securities Act and the Rules and Regulations Regulations, and neither of such documents includes, or will not include include, any untrue statement of a material fact or omit omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterSection 8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time that the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the time that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Offered Securities, (D) at the Effective Time relating to the Offered Securities and (E) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to (x) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, or (y) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information referred to in or omissions from this clause (y) is that information described as such documents relating to the manner of offering the Offered Securities as determined by the Underwriterin Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective the Effective TimesTime, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional any additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (Bii) on its date, at the time of filing of the Final Registration Statement Prospectus pursuant to Rule 424(b), and on each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) on its date, at the time of filing of the Preliminary Prospectus Supplement pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on at the First Closing Date and the Over-Allotment Option Closing DateApplicable Time, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply ; provided, that no representation or warranty is made as to statements information contained in or omissions omitted from any such document based Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for use inclusion therein, including which information is specified in Section 9(c). The preceding sentence applies only to the extent that any statements in or omissions from such documents relating a Registration Statement, the General Disclosure Package, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are based on written information furnished by the Selling Stockholders to the manner Company expressly for use therein. For purposes of offering this Section 3(c), the Offered Securities as determined parties hereto agree that the only information furnished to the Company by the UnderwriterSelling Stockholders is the information about such Selling Stockholders set forth under the caption entitled “Selling Stockholders” in the foregoing documents.

Compliance with Securities Act Requirements. (A) (Ii) At their respective Effective Times, (II) Times and on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and General Disclosure Package did not contain, and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they are made not misleading and misleading; (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply applies only to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any such document Statutory Prospectus or any amendments or supplements thereto are based upon on written information furnished to the Company by the Underwriter such Group I Selling Stockholder specifically for use therein, including statements in or omissions from it being understood and agreed that such documents information includes only the information relating to such Group I Selling Stockholder under the manner of offering captions “Management”, “Executive Compensation” and “Principal and Selling Stockholders” in the Offered Securities as determined by the UnderwriterGeneral Disclosure Package and Final Prospectus.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time of the filing of the Registration Statement, (IIB) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163 and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Underwriter Representatives specifically for use therein, including statements in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the Underwriter.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading. The preceding sentence does not shall only apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter specifically each Selling Stockholder expressly for use therein, including statements it being understood and agreed that the only written information furnished to the Company by each Selling Stockholder expressly for use in the Registration Statement, any Statutory Prospectus, the Final Prospectus (or omissions from such documents any amendment or supplement thereto) or any Issuer Free Writing Prospectus is the information relating to such Selling Stockholder set forth in the manner table set forth in the Principal and Selling Stockholder section of offering any of the Offered Securities as determined by the Underwriterforegoing.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (IIB) on the date of this Agreement and (IIIC) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence applies only to the written information furnished to the Company by or on behalf of the Selling Stockholder for use under the captions “Prospectus Summary—About the Selling Security Holder and the Secondary Offering” and “Principal and Selling Stockholders” in the General Disclosure Package and the Final Prospectus and does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterSection 8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Applicable Time relating to the Shares and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus final prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and final prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply applies only to statements in or omissions from any such document based that are made in reliance upon and in conformity with the written information furnished to the Company by the Underwriter specifically Selling Stockholder expressly for use therein, including statements in or omissions from it being understood and agreed that the only such documents relating information furnished by the Selling Stockholder consists of the Selling Stockholder Information. Each Underwriter, the Company and the Selling Stockholder agree that the “Selling Stockholder Information” consists solely of (i) the name, address and number of shares of Common Stock owned by the Selling Stockholder, before and after the offering, and (ii) the other information with respect to the manner of offering Selling Stockholder that appears in the Offered Securities tables (and corresponding footnotes) under the captions “Selling Stockholder” and/or “Selling Holders,” in each case, in the Registration Statement, the General Disclosure Package, the Prospectus or in any Issuer Free Writing Prospectus, as determined by the Underwriterapplicable.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (I) At their respective Effective Times, (IIB) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date and (B) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply ; provided, however, that such Selling Stockholder makes no representation pursuant to this Section 2(b)(iv) except (y) with respect only to the SEP Funds, the statements set forth in the Registration Statement, the General Disclosure Package or the Final Prospectus, as applicable, under the caption “Prospectus Supplement Summary—Our Principal Stockholder” and (z) with respect to the statements set forth in the Registration Statement, the General Disclosure Package or the Final Prospectus, as applicable, under the caption “Selling Stockholders”, but, with respect to the SEP Funds, as applicable, only with respect to footnotes (2) and (3) and the corresponding line items in the table contained in such section as they relate to the SEP Funds and, with respect to Xxxx X. Xxxxxxxxx, only with respect to footnote (4) and the corresponding line item in the table contained in such section as it relates to Xxxx X. Xxxxxxxxx (such statements in or omissions from any such document based upon written information furnished to (y) and (z), except percentages, the Company by the Underwriter specifically for use therein, including statements in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the Underwriter“Selling Stockholder Information”).

Compliance with Securities Act Requirements. (A) (I1) At their respective Effective Timesthe time the Registration Statement initially became effective, (II2) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (3) at the Effective Time relating to the Offered Securities and on the date of this Agreement and (III4) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) on its date, at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, including it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. The representations and warranties set forth in subsections (b)(vii) and (viii) of this Section 2 apply only to statements in or omissions from such documents made in reliance upon and in conformity with information relating to such Selling Stockholder furnished by or on behalf of such Selling Stockholder expressly for use in the manner Registration Statement, the General Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information provided by any Selling Stockholder consists of offering the Offered Securities as determined by following information in the UnderwriterFinal Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders”.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on the date of this Agreement Effective Date relating to the Offered Securities and (IIID) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company Partnership by any Underwriter through the Underwriter Representatives specifically for use therein, including statements it being understood and agreed that the only such information is that described as such in or omissions from such documents relating to the manner of offering the Offered Securities as determined by the UnderwriterSection 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Times, (II) on the date of this Agreement and (III) on time the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and initially became effective, (B) on its date, at the time of filing each amendment thereto for the purposes of complying with Section 10(a)(3) of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(bAct (whether by post effective amendment, incorporated report or form of prospectus) or (if no such filing is requiredC) at the Effective Time of relating to the Additional Registration Statement in which the Final Prospectus is included, Offered Securities and (D) on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and Registration Statement will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) and on each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representative specifically for use therein, including it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. Notwithstanding anything to the contrary, with respect to each Selling Stockholder, the first sentence of this subsection (d) applies only to statements in or omissions from any Registration Statement, Statutory Prospectus or the Final Prospectus that are made in reliance upon and in conformity with information furnished to the Company by such documents Selling Stockholder expressly for use therein (“Selling Stockholder Information”), it being understood and agreed that the only Selling Stockholder Information consists solely of the information relating to such Selling Stockholder under the manner of offering caption “Selling Stockholders” in any Statutory Prospectus or the Offered Securities as determined by the UnderwriterFinal Prospectus.

Compliance with Securities Act Requirements. (i) (A) (I) At their respective Effective Timesthe time the Registration Statement initially became effective, (IIB) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; (Bii) (A) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the First Closing Date and the Over-Allotment Option each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein not misleading. The preceding sentence does not Notwithstanding the foregoing, the representations and warranties in this section 3(d) shall apply only to the extent that any statements in or omissions from any such document the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by the Underwriter such Selling Stockholder specifically for use therein, including statements ; it being understood that the only such information furnished in or omissions from such documents relating writing to the manner Company by such Selling Stockholder specifically for use therein is that information described in Section 8(b) of offering the Offered Securities as determined by the Underwriterthis Agreement.