Common use of Status and Content of the Prospectus Clause in Contracts

Status and Content of the Prospectus. The Prospectus, at and as of the Closing Time, at and as of its date and at and as of the time it is filed with the Commission and at and as of each Initiation Date, each Applicable Time within each Selling Period and each Settlement Date, will conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and, at and as of such respective dates, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus delivered to the Sales Agent in connection with the offering of the Shares, and any amendment or supplement thereto, will be identical to the copies thereof filed electronically with the Commission pursuant to XXXXX (except that the registration fee table will be deleted from the cover thereof), except to the extent permitted by Regulation S-T.