Brokers, dealers, underwriters, or agents
participating in the distribution of the shares held by the Selling
Stockholders as agents may receive compensation in the form of
commissions, discounts, or concessions from the Selling
Stockholders and/or purchasers of the common stock for whom the
broker-dealers may act as agent. The Selling Stockholders may agree
to indemnify any agent, dealer, or broker-dealer that participates
in transactions involving sales of the shares if liabilities are
imposed on that person under the Securities Act.
The Selling Stockholders have advised us that they
have not entered into any agreements, understandings, or
arrangements with any underwriters or broker-dealers regarding the
sale of their shares of common stock, nor is there an underwriter
or coordinating broker acting in connection with a proposed sale of
shares of common stock by the Selling Stockholders. If we are
notified by the Selling Stockholders that any material arrangement
has been entered into with a broker-dealer for the sale of shares
of common stock, if required, we will file a supplement to this
prospectus.
In connection with the sale of the securities or
interests therein, the Selling Stockholders may enter into hedging
transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the securities in the
course of hedging the positions they assume. The Selling
Stockholders may also sell securities short and deliver these
securities to close out their short positions, or loan or pledge
the securities to broker-dealers that in turn may sell these
securities. The Selling Stockholders may also enter into option or
other transactions with broker-dealers or other financial
institutions or create one or more derivative securities that
require the delivery to such broker-dealer or other financial
institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to
reflect such transaction).
With regard only to the shares it sells for its own
behalf, each Selling Stockholder may be deemed an “underwriter”
within the meaning of the Securities Act. This offering as it
relates to each Selling Stockholder will terminate on the date that
all shares offered by the Selling Stockholder pursuant to this
prospectus have been sold.
We may suspend the sale of shares by the Selling
Stockholders pursuant to this prospectus for certain periods of
time for certain reasons, including if the prospectus is required
to be supplemented or amended to include additional material
information.
If the Selling Stockholders use this prospectus for
any sale of the shares of common stock, the Selling Stockholders
will be subject to the prospectus delivery requirements of the
Securities Act.
We are required to pay the expenses in connection
with the registration of the shares being registered hereunder. We
have agreed to indemnify the Selling Stockholders against certain
losses, claims, damages, and liabilities, including liabilities
under the Securities Act.
We agreed to keep this prospectus effective until
the date that (i) the securities may be resold by the Selling
Stockholders without registration and without regard to any volume
or manner-of-sale limitations by
reason of Rule 144, without the requirement for us to be in
compliance with the current public information under Rule 144 or
any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 or any other
rule of similar effect.
Regulation M
The anti-manipulation rules of Regulation M under
the Exchange Act may apply to sales of our common stock and
activities of the Selling Stockholders.
We have advised the Selling Stockholders that while
they are engaged in a distribution of the shares included in this
prospectus they are required to comply with Regulation M
promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes the Selling Stockholders, any affiliated
purchasers, and any broker-dealer or other person who participates
in the distribution from bidding for or purchasing, or attempting
to induce any person to bid for or purchase any security that is
the subject of the distribution until the entire distribution is
complete. Regulation M also prohibits any bids or purchases made in
order to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect the
marketability of the shares offered hereby this prospectus.
12