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These excerpts taken from the CT 10-K filed Mar 16, 2009. Exchange
Act”), or quoted on a U.S. automated inter-dealer quotation system and
(ii) are not of an open-end investment company, unit investment trust or
face-amount certificate company that are, or are required to be, registered
under Section 8 of the Investment Company Act of 1940, as amended (the
“ Exchange
Act”), or quoted on a U.S. automated inter-dealer quotation system and
(ii) are not of an open-end investment company, unit investment trust or
face-amount certificate company that are, or are required to be, registered
under Section 8 of the Investment Company Act of 1940, as amended (the
“ This excerpt taken from the CT 8-K filed Mar 25, 2008. Exchange Act”), that are
deemed to be incorporated by reference therein.
1. Representations and
Warranties. The Company represents and warrants to and agrees
with the Underwriter that:
(a) The
Registration Statement has become effective. No notice of objection
of the Commission to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been
received by the Company. No order suspending the effectiveness of the
Registration Statement has been issued by the Commission and is in effect and no
proceeding for that purpose or pursuant to Section 8A of the Securities Act
against the Company or related to the offering has been initiated or, to the
knowledge of the Company, threatened by the Commission.
(b) The
documents incorporated by reference in the Registration Statement, the Time of
Sale Prospectus and the Prospectus, when they became effective or were filed
with the Commission, as the case may be, conformed in all material respects to
the requirements of the Securities Act or the Exchange Act, as applicable, and
none of such documents contained any untrue statement of a material fact or,
taken together, omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and any further documents so filed
and incorporated by reference in the Registration Statement, the Time of Sale
Prospectus or the Prospectus, when such documents become effective or are filed
with the Commission, as the case may be, will conform in all material respects
to the requirements of the Securities Act or the Exchange Act, as applicable,
and will not contain any untrue statement of a material fact or, taken together
with all other documents incorporated by reference in the Registration
Statement, Time of Sale Prospectus and the Prospectus, omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
(c) (i)
The Company has satisfied the conditions for use of Form S-3, as set forth in
the general instructions thereto, with respect to the Registration Statement,
(ii) each part of the Registration Statement, when such part became effective,
did not contain and each such part, as amended or supplemented, if applicable,
will not on the date hereof or on the Closing Date (as defined below) contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (iii) the Registration Statement as of the date it became
effective did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (iv) the Registration Statement, the Time of
Sale Prospectus and the Prospectus, as amended or supplemented, if applicable,
complied on the date of filing thereof and will comply on the Closing Date in
all material respects with the Securities Act, (v) the Time of Sale
Prospectus does not, and at the time of each sale of the Shares in connection
with the offering when the Prospectus is not yet available to prospective
purchasers, and at the Closing Date, the Time of Sale Prospectus, as then
amended or supplemented by the Company in accordance with the terms of this
Agreement, if applicable, will not, contain any untrue statement of a material
fact or omit to state a material fact necessary
2
to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, (vi) each broadly available road show, if any, when
considered together with the Time of Sale Prospectus, does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, (vii) the Prospectus as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading and
(viii) the Company has filed all reports required to be filed pursuant to the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “ This excerpt taken from the CT 10-Q filed May 1, 2007. “Exchange Act”
means the Securities Exchange Act of 1934 or any statute successor thereto, in
each case as amended from time to time.
This excerpt taken from the CT 8-K filed Nov 1, 2006. Exchange Act”), that are deemed to be incorporated by reference therein.
1. Representations and Warranties. The Company represents and warrants to and agrees with Underwriter that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. (b) (i) Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Company has satisfied the conditions for use of Form S-3, as set forth in the general instructions thereto, with respect to the Registration Statement, (iii) each part of the Registration Statement, when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not on the date hereof or on the Closing Date (as defined below) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement as of the date it became effective did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (v) the Registration Statement complies and the Prospectus, as amended or supplemented, if applicable, will comply on the Closing Date (as defined below) in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (vi) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company in accordance with the terms of this Agreement, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (viii) the Prospectus as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to the Underwriter furnished to the Company in writing by such Underwriter through the Manager expressly for use therein and (ix) the Company has filed all reports required to be filed pursuant to the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002 (the
2
“ These excerpts taken from the CT 10-Q filed May 4, 2006. Exchange Act” means the Securities Exchange Act of 1934, and any successor statute thereto, in each case as amended from time to time.
“ “Exchange Act” means the Securities Exchange Act of 1934 or any statute successor thereto, in each case as amended from time to time.
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