Common use of Testing-the-Waters Materials Clause in Contracts

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that it has reasonable basis to believe are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that it has reasonable basis to believe are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationsCommunications authorized by the Company. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (Ai) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Securities Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Securities Act and (Bii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters CommunicationsCommunications on its behalf. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under of the 1933 Act Regulations or institutions that are “accredited investors” investors within the meaning of Rule 501 under of the 1933 Act Regulations and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that the Company reasonably believes are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that the Representatives have confirmed are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under of the 1933 Act Regulations or institutions that are “accredited investors” investors within the meaning of Rule 501 under of the 1933 Act Regulations and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives Representative with entities that it has a reasonable basis to believe are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under of the 1933 Act Regulations or institutions that are “accredited investors” investors within the meaning of Rule 501 under of the 1933 Act Regulations and (B) has not authorized anyone other than the Representatives Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Securities Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Securities Act and (Bii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking any Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.Waters

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives Representative with entities that it has reasonable basis to believe are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationsCommunications authorized by the Company. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communications Communication, other than Testing-the-Waters Communications with the consent of the Representatives Representative with entities that are “the Company reasonably believes to be qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives Representative have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications, other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives Representative with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives Representative to engage in Testing-the-Waters CommunicationsCommunications specifically authorized by the Company. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that it has reasonable basis to believe are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationsCommunications authorized by the Company. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule D hereto.

Testing-the-Waters Materials. The Company (Ai) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Securities Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Securities Act and (Bii) has not authorized anyone other than the Representatives to engage in Testing-the-the- Waters CommunicationsCommunications on its behalf. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives Representative with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Securities Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Securities Act and (Bii) has not authorized anyone other than the Representatives Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.Waters

Testing-the-Waters Materials. The Company and its officers and directors (A) has have not alone engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives Representative with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has have not authorized anyone other than the Representatives Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationsCommunications specifically authorized by the Company. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule D hereto.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-2 hereto.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.Waters

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that it has reasonable basis to believe are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters CommunicationsCommunications authorized by the Company. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule B-3 hereto.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (A) has not alone engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that the Company reasonably believes are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule D hereto.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act Regulations or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act Regulations and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that the Company reasonably believes are “qualified institutional buyers” buyers or institutions that are accredited investors within the meaning of Rule 144A 163B under the 1933 Act or institutions that are “accredited investors” within the meaning of Rule 501 under the 1933 Securities Act and (B) has not authorized anyone other than the Representatives Representative or one or more of the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms confirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.Waters

Testing-the-Waters Materials. The Company (A) has not alone engaged in in, or distributed, any Testing-the-Waters Communications Communication other than Testing-the-Waters Communications with the consent of the Representatives Representative with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications as specifically authorized by the Company.

Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under of the 1933 Act Regulations or institutions that are “accredited investors” investors within the meaning of Rule 501 under of the 1933 Act Regulations and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters CommunicationsCommunications other than those listed on Schedule C-3 hereto.

Testing-the-Waters Materials. The Company (Ai) has not alone engaged in any Testing-the-Waters Communications Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that are “qualified institutional buyers” buyers within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” investors within the meaning of Rule 501 under the 1933 Act and (Bii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters CommunicationsCommunications on the Company’s behalf. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.Communications (as defined below) other than those listed on Schedule V hereto. “Written