Common use of Reporting Company; Form S-3 Clause in Contracts

Reporting Company; Form S-3. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the New Shares for resale by the Standby Purchaser on a registration statement on Form S-3 under the Securities Act. The Company is subject to the reporting requirements of the Exchange Act, and has filed all reports required thereby. Provided neither the Standby Purchaser nor any holder of common stock is deemed to be an underwriter with respect to any shares, to the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of the Rights Offering Registration Statement or the Shelf Registration Statement that will be available for the resale of the New Shares by the Standby Purchaser.

Reporting Company; Form S-3. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the New Shares for resale by the Standby Purchaser on a registration statement on Form S-3 S‑3 under the Securities Act. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has filed all reports required therebythereby during the past twenty-four (24) calendar months. Provided neither none of the Standby Purchaser nor any holder of common stock is deemed to be an underwriter with respect to any shares, to the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of the Rights Offering Registration Statement or the Shelf Registration Statement a registration statement on Form S‑3 that will be available for the resale of the New Shares by the Standby Purchaser.

Reporting Company; Form S-3. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the New Shares for resale by the Standby each Purchaser on a registration statement on Form S-3 S‑3 under the Securities Act. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has filed all reports required therebythereby during the past twenty-four (24) calendar months. Provided neither none of the Standby Purchaser nor any holder of common stock is Purchasers are deemed to be an underwriter underwriters with respect to any shares, to the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of the Rights Offering Registration Statement or the Shelf Registration Statement a registration statement on Form S‑3 that will be available for the resale of the New Shares by the Standby each Purchaser.

Reporting Company; Form S-3. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the New Shares for resale by the Standby Purchaser on a registration statement on Form S-3 under the Securities Act. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has timely filed all reports within the 24 month period prior to this Agreement required thereby. Provided neither none of the Standby Purchaser nor any holder of common stock Purchasers is deemed to be an underwriter with respect to any shares, to the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of the Rights Offering Registration Statement or the Shelf Registration Statement a registration statement on Form S-3 that will be available for the resale of the New Shares by the Standby Purchaser.

Reporting Company; Form S-3. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the New Shares for resale by the Standby Purchaser on a registration statement on Form S-3 under the Securities Act. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has filed all reports required thereby. Provided neither the Standby Purchaser nor any holder of common stock is not deemed to be an underwriter with respect to any shares, to the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 (the Rights Offering “Registration Statement or the Shelf Registration Statement Statement”) that will be available for the resale of the New Shares by the Standby Purchaser.