Common use of Compliance with Securities Act Requirements Clause in Contracts

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on 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 Act and the Rules and Regulations and did 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) 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 each Closing Date, the Final Prospectus will conform in all respects to the requirements of the 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 the light of the circumstances under which they were made, not misleading. The preceding sentence applies only to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder for use therein (the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time and filing of the Registration Statement, (B) on at the date time of this Agreement and 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 each its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (D) on the 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 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 (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at on the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all respects to the requirements of the 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, in the light of the circumstances under which they were made, therein not misleading. The preceding sentence only applies only to the extent that any statements in or omissions from a the Registration Statement, Statement or the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with based upon written information relating to such a Selling Stockholder Securityholder that is furnished to the Company by such the Selling Stockholder Securityholder specifically for use therein (the “Selling Stockholder Information”).therein;

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on 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 Act and the Rules and Regulations Regulations, and at their respective Effective Times, on the date of this Agreement and on each Closing Date, 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) on its date, at the time of filing of 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 each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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 the light of the circumstances under which they were made, not misleading. The preceding sentence applies only ; provided, however, that the Company makes no representations or warranties as to the extent that any statements information contained in or omissions omitted from a the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder or on behalf of the Underwriters through the Representative specifically for use therein (therein, it being understood and agreed that the “Selling Stockholder Information”)only such information furnished by or on behalf of the Underwriters consists of the information described as such in Section 7(b) hereof.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time that the Registration Statement initially became effective, (B) on at the date time of this Agreement and 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 each the 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 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 (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at on the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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, in the light of the circumstances under which they were made, therein not misleading. The preceding sentence applies only does not apply to (x) that part of the extent that any 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 a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information referred to in this clause (the “Selling Stockholder Information”)y) is that information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on 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 Act and the Rules and Regulations and did not include and will not 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 (ii) on its date, at the time of filing of 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 each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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 the light of the circumstances under which they were made, not misleading. The preceding sentence applies only does not apply to the extent that any (i) statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof; or (ii) omission of certain financial statement information required by Rule 3-05 of Regulation S-X of the “Selling Stockholder Information”)Securities Act related to the Company’s acquisition of Planned Benefit Systems on August 31, 2010 and of FMBC Tax Favored Accounts Division, a division of Fringe Benefits Management Company, Inc., on November 30, 2010, as described in a waiver letter from the Commission addressed to the Company dated January 26, 2011.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time the Registration Statement initially became effective, (B) on at the date time of this Agreement and 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 Effective Time relating to the Offered Securities and (D) on each the 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 Act and the Rules and Regulations and did 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) 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 each the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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 the light of the circumstances under which they were made, not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder the Underwriter specifically for use therein (therein, it being understood and agreed that the “Selling Stockholder Information”)only such information is that described as such in Section 8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time and filing of the Registration Statement, (B) on at the date time of this Agreement and 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 each its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (D) on the 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 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 (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at on the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all respects to the requirements of the 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, in the light of the circumstances under which they were made, therein not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder the Underwriter, if any, specifically for use therein (the “Selling Stockholder Information”).therein;

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on 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 Act and the Rules and Regulations Regulations, (ii) at their respective Effective Times, each Registration Statement did not and did 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 (iiiii) on its date, at the time of filing of 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 each Closing Date, the Final Prospectus will conform in all respects to the requirements of the 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, in the light of the circumstances under which they were made, not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by (A) any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof of or (B) any Selling Stockholder specifically for use therein (therein, it being understood and agreed that the “only such information furnished by a Selling Stockholder Information”)consists of the information described as such in Section 8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time of the filing of the Registration Statement, (B) on at the date time of this Agreement and 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 each its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (D) on the 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 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 (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at on the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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, in the light of the circumstances under which they were made, therein not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives, if any, specifically for use therein (the “Selling Stockholder Information”)therein.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on 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 Act and the Rules and Regulations Regulations, (ii) at their respective Effective Times, each Registration Statement did not and did 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 (iiiii) on its date, at the time of filing of 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 each Closing Date, the Final Prospectus will conform in all respects to the requirements of the 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, in the light of the circumstances under which they were made, not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by (A) any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof or (B) any Selling Stockholder specifically for use therein (therein, it being understood and agreed that the “only such information furnished by a Selling Stockholder Information”)consists of the information described as such in Section 8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on 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 Act and the Rules and Regulations and did not include and will not 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 (ii) on its date, at the time of filing of 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 each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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 the light of the circumstances under which they were made, not misleading. The preceding sentence applies only does not apply to the extent that any (i) statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof; or (ii) omission of certain financial statement information required by Rule 3-05 of Regulation S-X of the “Selling Stockholder Information”)Securities Act related to the Company’s acquisition of Planned Benefit Systems on August 31, 2010 and of FBMC Tax Favored Accounts Division, a division of Fringe Benefits Management Company, Inc., on November 30, 2010, as described in a waiver letter from the Commission addressed to the Company dated January 26, 2011.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on 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 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 (ii) (A) on its date, (B) at the time of filing of 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 each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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, made not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives specifically for use therein (therein, it being understood and agreed that the “Selling Stockholder Information”)only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on 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 Act and the Rules and Regulations 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, (ii) on its date, at the time of filing of 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 each Closing Date, the Final Prospectus will conform in all respects to the requirements of the 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 thereintherein not misleading and (iii) on the date of this Agreement, in the light of the circumstances under which they were madeat their respective Effective Times or issue dates, not misleading. The preceding sentence applies only to the extent that any statements in or omissions from a 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 made distributed in reliance on and connection with the Directed Share Program. The preceding sentence does not apply to statements in conformity with or omissions from any such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives specifically for use therein (therein, it being understood and agreed that the “Selling Stockholder Information”)only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (A) (i) (A) At their respective On the Effective TimesDate of the Initial Registration Statement, (Bii) on at the date time of this Agreement 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), (iii) at the Effective Time relating to the Offered Securities and (Civ) on each Closing DateDate (as defined below), 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 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 (iiB) (i) on its date, (ii) at the time of filing of 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, included and (iii) on each Closing Date, the Final Prospectus will conform in all respects to the requirements of the 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, made not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through Credit Suisse Securities (USA) LLC (“Credit Suisse”) specifically for use therein (therein, it being understood and agreed that the “Selling Stockholder Information”)only such information is that described as such in Section 8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on 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 Act and the Rules and Regulations and did not include and will not 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 (ii) on its date, at the time of filing of 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 each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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 the light of the circumstances under which they were made, not misleading. The preceding sentence applies only does not apply to the extent that any (i) statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information is that described as such in Section 8(c) hereof; or (ii) omission of certain financial statement information required by Rule 3-05 of Regulation S-X of the “Selling Stockholder Information”)Securities Act related to the Company’s acquisition of Planned Benefit Systems on August 31, 2010 and of FBMC Tax Favored Accounts Division, a division of Fringe Benefits Management Company, Inc., on November 30, 2010, as described in a waiver letter from the Commission addressed to the Company dated January 26, 2011.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Effective Time relating to the Securities and (D) on each the Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed complied and will conform comply as to form in all material respects to with the requirements of the 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 (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at on the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform comply as to form in all material respects to with the requirements of the 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof (the “Selling Stockholder Underwriters’ Disclosure Information”).

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time and filing of the Registration Statement, (B) on at the date time of this Agreement and 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 each its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (D) on the 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 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 (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredC) at on the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all respects to the requirements of the 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, in the light of the circumstances under which they were made, therein not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives, if any, specifically for use therein (the “Selling Stockholder Information”)therein.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Timesthe time each of the Registration Statement and the ADS Registration Statement initially became effective, (B) 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) on the date of this Agreement Agreement, (D) at the Effective Time and (CE) on each the Closing Date, each of the Initial Registration Statement and the Additional ADS Registration Statement (if any) conformed and will conform in all material respects to the requirements of the 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, (B) on the date of this Agreement, (C) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or and (if no such filing is requiredD) at on the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the 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 the light of the circumstances under which they were made, not misleading. The preceding sentence applies only does not apply to the extent that any statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are made in reliance on and in conformity with such document based upon written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder any Underwriter through the Representatives specifically for use therein (therein, it being understood and agreed that the “Selling Stockholder Information”)only such information is that described as such in Section 8(c) hereof.