Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C
...under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement. The Company has prepared and filed with the
Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement
on Form S-3 (File No.
333-232488), 333-248753), including a prospectus, relating to the
Shares. Public Units and the Public Warrants and shares of Common Stock included therein. Such registration statement, as amended at the time it b
...ecame effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Public Units. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. 3 At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, [●], 2020. and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., [●], New York City time, on October 21, [●], 2020.
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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No.
333-232488), 333-209569) as amended, including a prospectus, relating to the
Shares. Securities. Such registration statement, as amended at the time it
became becomes effective, including the information, if any,
... deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; Statement," and the related prospectus dated February 17, 2016 filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is hereinafter referred to as the "Basic Prospectus"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Securities, together with the Basic Prospectus. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, any Preliminary the Basic Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary the Basic Prospectus or the Prospectus, as the case may be, be and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary the Basic Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable 5:15 p.m. New York City Time (as defined below), on November 1, 2016 (the "Time of Sale"), the Company had prepared the following information (collectively with information: the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and Basic Prospectus, each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, B-1 hereto and the information included on October 21, 2020. Schedule 3 (collectively, the "Time of Sale Information").
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Registration Statement. The Company has prepared and filed with the
Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement
on Form S-3 (File No.
333-232488), 333-248753), including a prospectus, relating to the
Shares. Public Units and the Public Warrants and shares of Common Stock included therein. Such registration statement, as amended at the time it b
...ecame effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Public Units. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. 3 At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, December 1, 2020. and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., 5:00 p.m., New York City time, on October 21, December 10, 2020.
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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No.
333-232488), 333-222773), including a
prospectus, prospectus relating to
securities (the "Shelf Securities"), including the
Shares. Securities, to be issued from time to time by the Company. Such registration sta
...tement, as amended at the time it became effective, date of this Agreement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), effectiveness, is referred to herein as the "Registration Statement"; Statement" and as the related prospectus covering the Shelf Securities dated January 29, 2018 in the form first used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission (or made available upon request of purchasers pursuant to Rule 424(a) 173 under the Securities Act and Act) in connection with the confirmation of sales of the Securities is referred to herein as the "Basic Prospectus." The Basic Prospectus, as supplemented by the prospectus included in supplement specifically relating to the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If Securities is hereinafter referred to as the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to "Prospectus" and the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. "Preliminary Prospectus" means any preliminary form of the Prospectus. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, be and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. This Agreement, the Securities and the Indenture are hereinafter referred to, collectively, as the "Transaction Documents." Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 3:25 p.m. New York City time on May 8, 2020, the Applicable Time (as defined below), time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 May 8, 2020, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No.
333-232488), 333-209569) as amended, including a prospectus, relating to the
Shares. Securities. Such registration statement, as amended at the time it
became becomes effective, including the information, if any,
... deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; Statement," and the related prospectus dated February 17, 2016 filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is hereinafter referred to as the "Basic Prospectus"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Securities, together with the Basic Prospectus. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, any Preliminary the Basic Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary the Basic Prospectus or the Prospectus, as the case may be, be and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary the Basic Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable 5:00 p.m. New York City Time (as defined below), on July 26, 2016 (the "Time of Sale"), the Company had prepared the following information (collectively with information: the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and Basic Prospectus, each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, B-1 hereto and the information included on October 21, 2020. Schedule 3 (collectively, the "Time of Sale Information").
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Registration Statement. The Company has prepared and filed with the
Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement
on Form S-3 (File No.
333-232488), 333-249337), including a prospectus, relating to the
Shares. Public Units and the Public Warrants and shares of Common Stock included therein. Such registration statement, as amended at the time it b
...ecame effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Public Units. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. 3 At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, [●], 2020. and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., [●], New York City time, on October 21, [●], 2020.
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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No.
333-232488), 333-211029), including a prospectus, relating to the
Shares. Notes. Such registration statement, as amended at the time it
became becomes effective, including the information, if any, deemed pursuant
... to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and the base prospectus filed as used herein, part of 1 the term "Preliminary Prospectus" means each Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is referred to herein as the "Base Prospectus; the final prospectus included supplement to such prospectus (including the Base Prospectus) relating to the Notes, in such registration statement (and any amendments thereto) before effectiveness, any prospectus the form filed or to be filed with the Commission pursuant to Rule 424(a) 424(b) under the Securities Act Act, is referred to herein as the "Prospectus"; and any preliminary prospectus (including any preliminary prospectus supplement) relating to the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus Notes in the form first used (or made available upon request of purchasers filed or to be filed with the Commission pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant 424(b) is referred to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. as a "Preliminary Prospectus". Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, be and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), time when sales of the Notes were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 February 24, 2017, and each "free-writing prospectus" Issuer Free Writing Prospectus (as defined pursuant to Rule 405 under the Securities Act) below) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. C hereto as constituting part of the Time of Sale Information.
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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No.
333-232488), 333-194090), including a
prospectus, prospectus relating to
securities (the "Shelf Securities"), including the
Shares. Securities, to be issued from time to time by the Company. Such registration sta
...tement, as amended at the time it became effective, date of this Agreement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; Statement" and as the related prospectus covering the Shelf Securities dated February 24, 2014 in the form first used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission (or made available upon request of purchasers pursuant to Rule 424(a) 173 under the Securities Act and Act) in connection with the confirmation of sales of the Securities is referred to herein as the "Basic Prospectus." The Basic Prospectus, as supplemented by the prospectus included in supplement specifically relating to the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If Securities is hereinafter referred to as the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to "Prospectus" and the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. "Preliminary Prospectus" means any preliminary form of the Prospectus. Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the 2 "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 February 24, 2014 and each "free-writing prospectus" (as defined pursuant to Rule 405 under of the Securities Act) documents listed on Annex A B hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No.
333-232488), 333-209569) as amended, including a prospectus, relating to the
Shares. Securities. Such registration statement, as amended at the time it
became becomes effective, including the information, if any,
... deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; Statement," and the related prospectus dated February 17, 2016 filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is hereinafter referred to as the "Basic Prospectus"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Securities, together with the Basic Prospectus. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, any Preliminary the Basic Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary the Basic Prospectus or the Prospectus, as the case may be, be and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary the Basic Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable 5:00 p.m. New York City Time (as defined below), on May 5, 2016 (the "Time of Sale"), the Company had prepared the following information (collectively with information: the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and Basic Prospectus, each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, B-1 hereto and the information included on October 21, 2020. Schedule 3 (collectively, the "Time of Sale Information").
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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"),
a an automatic shelf registration statement on Form S-3 (File No.
333-232488), 333–233159), including a
prospectus, prospectus (the "Base Prospectus") relating to the
public offering and sale of the Company's securities, including the Offered Shares. Such reg
...istration statement, as amended at statement in the time form in which it became effective, effective under the Securities Act, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the as of such time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each the preliminary prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement dated June 17, 2020, relating to the Securities, together with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, Base Prospectus; and the term "Prospectus" means the prospectus in the form first used by the Underwriters (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If Offered Shares, together with the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Base Prospectus. Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, be; and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 7:20 p.m. New York City time on June 17, 2020, which is the Applicable Time (as defined below), time when sales of the Underwritten Shares were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, "Time of Sale Information"): the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each Prospectus, any "free-writing prospectus" (as defined pursuant to in Rule 405 under the Securities Act) listed on in Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. B hereto and the pricing information set forth in Annex B.
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