(1) |
Separate
consideration may or may not be received for securities that are issuable upon the conversion or exercise of, or in exchange for,
other securities offered hereby. Any of the securities registered hereunder may be sold separately, or as units with other securities
registered hereby. We will determine the proposed maximum offering price per unit when we issue the above listed securities. The
proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the registrant
in connection with the issuance by the registrant of the securities registered under this registration statement and is not specified
as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate amount of the registrant’s common stock, preferred stock, debt securities and/or warrants registered
hereunder that may be sold in “at the market” offerings for the account of the registrant is limited to that which is
permissible under Rule 415(a)(4) under the Securities Act. Any securities registered hereunder may be sold separately or as units
with other securities registered hereunder. |
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(2) |
There
are being registered hereunder such indeterminate number of the securities of each identified class to be sold by the Registrant
from time to time at unspecified prices which shall have an aggregate initial offering price not to exceed $150,000,000. If any debt
securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount
as shall result in an aggregate initial offering price not to exceed $150,000,000, less the aggregate dollar amount of all securities
previously issued hereunder. The securities registered for sale also include such indeterminate number of shares of common stock
and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock, or debt securities
that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities.
In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being
registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect
to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
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(3) |
The
proposed maximum offering price per share will be determined, from time to time, by the Registrant in connection with the issuance
by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction
2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act. |
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(4) |
The registration fee has been calculated pursuant to
Rule 457(o) under the Securities Act, which permits the registration fee to be calculated on the basis of the maximum offering price
of all of the securities to be offered. |