(oo) The statistical, industry-related and market-related data included in the Registration Statement, the Time of Sale Prospectus or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate in all material respects, such data is consistent with the sources from which they are derived, and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.
(pp) (i) Except as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, the Company and each of its subsidiaries have complied and are presently in compliance with all applicable internal and external privacy policies, contractual obligations, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in each case relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable, household or confidential data (Data Security Obligations, and such data, Data); (ii) the Company has not received any written notification or complaint alleging any material non-compliance by the Company, any of its subsidiaries or third parties acting on the Companys or its subsidiaries behalf with any Data Security Obligation; and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the knowledge of the Company, threatened, alleging non-compliance by the Company, any of its subsidiaries or third parties acting on the Companys or its subsidiaries behalf with any Data Security Obligation.
(qq) Except as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the Company and each of its subsidiaries have implemented appropriate technical and organizational measures designed to protect the information technology systems and Data used in connection with the Companys and its subsidiaries businesses, including having established, maintained, implemented and complied with reasonable information technology, information security, cyber security and data protection controls, policies and procedures that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of any information technology system or Data in the possession or control of the Company or its subsidiaries and used in connection with the operation of the Companys and its subsidiaries businesses (Breach); and (ii) to the Companys knowledge, there has been no such Breach and the Company and its subsidiaries have not been notified in writing of any such Breach.
2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $23.50 a share (the Purchase Price).
On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,252,500 Additional Shares at the Purchase Price, provided, however, that the amount paid by the