Global Registered Receipt) to be issued pursuant to the Deposit Agreement, dated November 22, 2021 (the Deposit Agreement), among the Company, Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as depositary (the Depositary), and the holders from time to time thereof. We are delivering this letter to the Underwriters pursuant to Section 6(h) of the Underwriting Agreement.
As used herein, the following terms shall have the following meanings: The term DGCL means the General Corporation Law of the State of Delaware, as in effect on the date hereof. The term Material Adverse Effect means a material adverse effect on the business, operations, property or financial condition of the Company and its subsidiaries taken as a whole. The term 1940 Act means the Investment Company Act of 1940, as amended, as in effect on the date hereof. The term Prospectus means the base prospectus, dated September 7, 2021, relating to the Companys registration statement on Form S-3 (Registration No. 333-259372), filed as part of such registration statement (the Base Prospectus), as supplemented by, and together with, the final prospectus supplement, dated November 10, 2021, relating to the Preferred Shares and the Depositary Shares in the form filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b) under the Securities Act. The term Preliminary Prospectus means the Base Prospectus, as supplemented by, and together with, the preliminary prospectus supplement, dated November 10, 2021, relating to the Preferred Shares and the Depositary Shares, in the form filed with the SEC pursuant to Rule 424(b) under the Securities Act. The term Securities Act means the Securities Act of 1933, as amended, as in effect on the date hereof. The term Certificate of Designations means the Certificate of Designations with respect to the Series D Preferred Stock as filed by the Company on November , 2021 with the Secretary of State of the State of Delaware.
In arriving at the opinions expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Designations, the Underwriting Agreement, the Deposit Agreement, the Global Registered Receipt and such other organizational documents, agreements, documents and records of the Company and its subsidiaries and such other instruments and certificates of public officials, officers and representatives of the Company and its subsidiaries and other persons as we have deemed appropriate for the purposes of such opinions, (b) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and its subsidiaries and other persons delivered to us and the representations and warranties contained in or made pursuant to the Underwriting Agreement and (c) made such investigations of law as we have deemed appropriate as a basis for such opinions.
In rendering the opinions expressed below, we have assumed, with the permission of the Underwriters, without independent investigation or inquiry, (i) the authenticity and completeness of all documents that we examined, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents examined by us that are certified, conformed, reproduction, photostatic or other copies, (iv) the legal capacity of all natural persons executing documents, (v) the corporate or other power and authority of the Depositary to enter into and perform its obligations under the Deposit Agreement