a short sale of or the purpose of which is to offset the loss which results from a decline in the market price of, any of the Securities, or otherwise establish or increase, directly or
indirectly, a put equivalent position, as defined in Rule 16a-1(h) under the Exchange Act, with respect to any of the Securities or any other capital stock of the Company until the earlier of (i) the
second anniversary of the Issue Date or (ii) a Change of Control (as defined in the Series A Certificate of Designations) of the Company.
The
Selling Stockholders may also directly make offers to sell some or all of the Securities included in this prospectus to, or solicit offers to purchase such shares from, purchasers from time to time.
If the Selling Stockholders use one or more underwriters in the sale, the underwriters will acquire the Securities for their own account, and they may resell
these Securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The Securities may be offered and sold to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. In connection with those sales, underwriters may be deemed to have received compensation from the Selling Stockholders in the
form of underwriting discounts or commissions and may also receive commissions from purchasers of the shares for which they may act as agents. Underwriters may resell the shares to or through dealers, and those dealers may receive compensation in
the form of one or more discounts, concessions or commissions from the underwriters and commissions from purchasers for which they may act as agents.
From time to time, the Selling Stockholders may sell the Securities included in this prospectus to one or more dealers acting as principals. The dealers,
which may be deemed to be underwriters as that term is defined in the Securities Act, may then resell the shares to purchasers.
The Selling
Stockholders may designate broker-dealers as agents from time to time to solicit offers from purchasers to purchase the Securities included in this prospectus, or to sell such shares in ordinary brokerage transactions, on their behalf. Such
broker-dealers may be deemed to be underwriters as that term is defined in the Securities Act in such offering.
The Selling Stockholders or
their respective underwriters, broker-dealers, or agents may make sales of the Securities that are deemed to be an at-the-market offering as defined in Rule 415 of the
Securities Act, which includes sales of such shares made directly on or through any stock exchange on which the shares are listed, the existing trading market for the shares, or in the
over-the-counter market or otherwise.
From time to time, one or more of
the Selling Stockholders may pledge, hypothecate or grant a security interest in some or all of the shares of common stock owned by them. In the event of default, the pledgees, secured parties or persons to whom the shares have been hypothecated
will, to the extent registration rights are transferable and are transferred upon foreclosure, be deemed to be Selling Stockholders under this prospectus. The number of shares offered under this prospectus by a given Selling Stockholder will
decrease as and when such events occur. In addition, a Selling Stockholder may, following the second anniversary of the Issue Date, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales,
and the shares offered under this prospectus may be used to cover short sales.
In addition to the transactions described above, the Selling Stockholders
may sell the Securities included in this prospectus in compliance with available exemptions from the registration requirements under the Securities Act, rather than pursuant to this prospectus.
The Selling Stockholders may decide to sell all or a portion of the Securities offered by them pursuant to this prospectus or may decide not to sell any
Securities under this prospectus. In addition, the Selling Stockholders may transfer, sell or dispose of the Securities by other means not described in this prospectus.
The Selling Stockholders and any other persons participating in the sale or distribution of shares of common stock will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder,
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