PLAN OF DISTRIBUTION
The selling shareholders may from time to time offer some or all of the common shares covered by this prospectus. To the extent required, this prospectus may be amended and supplemented from time to time to describe a specific plan of distribution.
The selling shareholders will not pay any of the costs, expenses and fees in connection with the registration and sale of the common shares covered by this prospectus, but they will pay any and all underwriting discounts, commissions and share transfer taxes, if any, attributable to sales of the common shares. We will not receive any proceeds from the sale of common shares.
The selling shareholders may sell all or a portion of the common shares covered by this prospectus from time to time directly or through one or more underwriters, broker-dealers or agents, and may also decide not to sell all or any of the common shares covered by this prospectus. The selling shareholders will act independently of us in making decisions regarding the timing, manner and size of each sale. These dispositions may be at fixed prices, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. Sales may be made by the selling shareholders in one or more types of transactions, which may include:
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purchases by underwriters, dealers and agents who may receive compensation in the form of underwriting discounts, concessions or commissions from the selling shareholders and/or the purchasers of the common shares for whom they may act as agent;
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one or more block transactions, including transactions in which the broker or dealer so engaged will attempt to sell the common shares as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;
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ordinary brokerage transactions or transactions in which a broker solicits purchases;
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purchases by a broker-dealer or market maker, as principal, and resale by the broker-dealer for its account;
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the pledge of common shares for any loan or obligation, including pledges to brokers or dealers who may from time to time effect distributions of common shares, and, in the case of any collateral call or default on such loan or obligation, pledges or sales of common shares by such pledgees or secured parties;
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short sales or transactions to cover short sales relating to the common shares;
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one or more exchanges or over the counter market transactions;
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through in-kind distributions by any selling shareholder or its successor in interest to its members, general or limited partners or shareholders (or their respective members, general or limited partners or shareholders);
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privately negotiated transactions;
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the writing of options, whether the options are listed on an options exchange or otherwise;
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distributions to creditors and equity holders of the selling shareholders; and
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any combination of the foregoing, or any other available means allowable under applicable law.
A selling shareholder may also resell all or a portion of its common shares in open market transactions in reliance upon Rule 144 under the Securities Act provided it meets the criteria and conforms to the requirements of Rule 144 and all applicable laws and regulations.
The selling shareholders may enter into sale, forward sale and derivative transactions with third parties, or may sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with those sale, forward sale or derivative transactions, the third parties may sell common shares covered by this prospectus, including in short sale transactions and by issuing securities that are not covered by this prospectus but are exchangeable for or represent beneficial interests in our common shares. The third parties also may use our common shares received under those sale, forward sale or derivative arrangements or