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a combination of any such methods of sale; and |
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any other method permitted by applicable law. |
The selling stockholder may, from time to time, pledge or grant a security interest in some or all of the securities it owns and, if it
defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the securities, from time to time, under this prospectus supplement, or under an amendment to this prospectus supplement amending the list of
selling stockholders to include any donee, pledgee, transferee or other successors-in-interest as selling stockholders under this prospectus supplement. The selling
stockholder also may transfer the securities in other circumstances, in which case the donees, transferees, pledgees or other successors-in-interest will be the selling
beneficial owners for purposes of this prospectus supplement. Upon being notified by the selling stockholder, in accordance with the Registration Rights Agreement, that a donee, pledgee, transferee, or other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a prospectus supplement or, if appropriate, a post-effective amendment, to name specifically such person as
a selling stockholder.
In addition, the selling stockholder may elect to make a pro rata in-kind
distribution of shares of our common stock to its members, partners or stockholders pursuant to the registration statement of which this prospectus supplement forms a part by delivering a prospectus supplement. To the extent that such members,
partners or stockholders are not affiliates of ours, such members, partners or stockholders would thereby receive freely tradeable shares of our common stock pursuant to the distribution through a registration statement.
To the extent required, with respect to a particular offering of the securities held by the selling stockholder, the specific securities to be
offered and sold, the name of the selling stockholder, the respective purchase prices and public offering prices, the proceeds to be received from the sale (if any) and other material terms of the offering, the settlement of short sales entered into
after the date of this prospectus supplement, the names of any participating agents, broker-dealers or underwriters and any applicable commissions or discounts, concessions and other items constituting compensation from the selling stockholder will
be set forth in a prospectus supplement or, if appropriate, a post-effective amendment.
The aggregate proceeds to the selling stockholder
from the sale of the securities offered hereby will be the purchase price of such securities less discounts or commissions, if any. The selling stockholder reserves the right to accept and, together with its agents from time to time, to reject, in
whole or in part, any proposed purchase of common stock to be made directly or through agents.
Instead of selling the securities pursuant
to this prospectus supplement, the selling stockholder may sell the securities in compliance with the provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the
Securities Act. The selling stockholder has the sole and absolute discretion not to accept any purchase offer or make any sale of securities if it deems the purchase price to be unsatisfactory at any particular time.
The selling stockholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus
supplement to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, that the third parties may sell securities covered by this prospectus supplement and the
applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any selling stockholder or borrowed from any selling stockholder or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from any selling stockholder in settlement of those derivatives to close out any related open borrowings of stock.
The selling stockholder may also pledge securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer
or other financial institution, may affect sales of the pledged securities pursuant to this prospectus supplement (as supplemented or amended to reflect such transaction).
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