Certain Agreements of the Underwriters. The Underwriter hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any "free writing prospectus", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release iss
...ued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees that: (a) It has not
used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer
to to, or participate in the planning for use of, any "free writing prospectus", as defined in Rule 405 under the
20 Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press
... release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B A hereto or prepared pursuant to Section 3(c) or Section 4(c) above hereof (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially the Pricing Term Sheet referred to in the form of Annex B A hereto without the consent of the Company. (c) (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees that: (a)
It it has not
used, authorized use of, referred to or participated in the planning for use of, and will not
prepare, use, authorize
the use of,
approve, refer to
or file, or participate in the planning for use of, any "free writing
prospectus", as prospectus" (as defined in Rule 405 under the Securities
Act Act) (which term includes use of any written information furnished to the Commission by the Company and not incorporated by referen
...ce into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) 433 under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, Act, (ii) any Issuer Free Writing Prospectus listed on Annex B A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a the term sheet substantially in the form of attached as Annex B hereto without the consent of the Company. (c) It Company; and (b) it is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer
to to, or participate in the planning for use of, any "free writing
prospectus", prospectus, " as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement an
...d any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on in Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). writing. (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer
to to, or participate in the planning for use of, any
18 "free writing
prospectus", prospectus," as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement
...and any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on in Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus writing. Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees that: (a) It has not
used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer
to to, or participate in the planning for use of, any "free writing prospectus", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press re
...lease issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), show if the contents therein have been prepared by, or approved in advance by the Company), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in 17 advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet the Pricing Term Sheet substantially in the form of Annex B hereto without the consent of the Company. (c) (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees that: (a) It has not
used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer
to to, or participate in the planning for use of, any "free writing prospectus", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press re
...lease issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). 16 (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees that: (a) It has not
used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any "free writing prospectus", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press releas
...e issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) 14 (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). (c) The Underwriters will not sell the Securities in retail offerings.
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees that:
(a) a. It has not
used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer
to to, or participate in the planning for use of, any "free writing
prospectus", prospectus," as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement
...and any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially the Pricing Term Sheet referred to in the form of Annex B A hereto without the consent of the Company. (c) b. It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Each Underwriter hereby represents and agrees
that: that (a) It has not
used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer
to to, or participate in the planning for use of, any "free writing prospectus", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any pre
...ss release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B A or prepared pursuant to Section 3(c) or Section 4(c) above hereof (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially the Pricing Term Sheet referred to in the form of Annex B A hereto without the consent of the Company. (c) (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
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Certain Agreements of the Underwriters.
The Underwriter Each of the Underwriters hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any "free writing prospectus", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement
...and any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) 3(c), -23- 3(d) or Section 4(c) 4(f) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in clause (a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination. (c) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Commission. (d) It will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by it, in accordance with Rule 433 under the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) Securities Act. (e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company and the Selling Stockholders if any such proceeding against it is initiated during the Prospectus Delivery Period).
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