REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SECURITY HOLDER. (a) The Company represents and warrants to each of the Underwriters as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SECURITY HOLDER. (a) The Company represents and warrants to the Placement Agent as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SECURITY HOLDER. (a) The Company represents and warrants to each of the Underwriters as follows: (i) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”) on Form S-3 (File No. 333-157459) with respect to the Warrants and the Warrant Shares, including a form of prospectus, has been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed by the Company with the Commission not earlier than three years prior to the date hereof. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of an “automatic shelf registration statement” on Form S-3. Copies of such registration statement, including any amendments thereto, the Base Prospectus (as defined below) as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Warrants and Warrant Shares filed or to be filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference (a “Preliminary Prospectus”) and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been made available by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. Such registration statement became effective upon filing with the Commission under Rule 462(e) under the Act, and no post-effective amendment to the Registration Statement has been filed since the post-effective amendment filed on February 19, 2010. The base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus.” “Prospectus” means the form of prospectus relating to the Warrants and the Warrant Shares first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act and in accordan...
