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Contract analysis / 10b5-1-representation-letter-draft.docx
10b5-1-representation-letter-draft.docx
High · 0
Medium · 1
Standard · 1
1. Rule 10b-5 and Regulation FD. The Company has been advised of, and understands, the re
1. Rule 10b-5 and Regulation FD. The Company has been advised of, and understands, the requirements of Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, the prohibitions against making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstan
2. No Disclosure of Material Nonpublic Information. The Company has not, and to the knowl
Medium
⚑ Confidentiality undertaking
2. No Disclosure of Material Nonpublic Information. The Company has not, and to the knowledge of the undersigned officers, no director or officer of the Company has, directly or indirectly, disclosed to any person (other than to the Underwriter and its representatives in connection with the Offering, subject to appropriate confidentiality obligations, and to the Company's legal, financial, and accounting advisors in
3. No Market Manipulation. Neither the Company nor, to the knowledge of the undersigned o
Standard
⚑ Commercial term
3. No Market Manipulation. Neither the Company nor, to the knowledge of the undersigned officers, any director, officer, or affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Company has, directly or indirectly, taken any action that is designed to, or that would reasonably be expected to, cause or result in the stabilization or manipulation of the price of any security of the Comp
4. Accuracy of Prospectus Supplement. The Prospectus relating to the Offering, together w
4. Accuracy of Prospectus Supplement. The Prospectus relating to the Offering, together with the documents incorporated by reference therein (including, without limitation, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 1, 2021, and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed with the SEC on May 10, 2
5. No Material Adverse Change. Since the end of the period covered by the Company's most
5. No Material Adverse Change. Since the end of the period covered by the Company's most recently filed Annual Report on Form 10-K (for the fiscal year ended December 31, 2020) and its most recently filed Quarterly Report on Form 10-Q (for the fiscal quarter ended March 31, 2021), there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in
6. Non-Investment Company Status. The Company is not, and after giving effect to the Offe
6. Non-Investment Company Status. The Company is not, and after giving effect to the Offering and the application of the net proceeds therefrom as described in the Prospectus will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), and is not and will not be a company "controlled" by an entity required to register as an "i