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(1) | An indeterminate number of the securities of each identified class are being registered as may from time to time be offered at indeterminate prices, including an indeterminate number or amount of securities that may be issued upon settlement, exercise, conversion or exchange of securities offered hereunder, or pursuant to anti-dilution provisions. Separate consideration may or may not be received for securities that are issuable upon settlement, exercise, conversion or exchange of other securities or that are issued in units. |
(2) | The Registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the Registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. |
(3) | Includes common stock that may be issued upon conversion of preferred stock or debt securities registered under this registration statement or upon exercise of warrants registered under this registration statement. |
(4) | Includes preferred stock that may be issued upon conversion of preferred stock or debt securities registered under this registration statement or upon exercise of warrants registered under this registration statement. |
(5) | Each depositary share will be issued under a deposit agreement, which will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt. |
(6) | The warrants covered by this registration statement may be warrants for common stock, preferred stock or depository shares. |
(7) | Each unit will be issued under a unit agreement and will represent an interest in two or more other securities, which may or may not be separable from each other. |
(8) | The debt securities may be guaranteed pursuant to guarantees by one or more subsidiaries of the Registrant. Pursuant to Rule 457(n), no separate fee for the guarantees will be payable. |