| (1) |
Pursuant
to Instruction 2.A(iii)(b) of Item 16(b) of Form S-3, this information is not required to be included. An indeterminate
amount of the securities of each identified class is being registered as may from time to time be offered under this registration
statement at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement,
exchange or conversion of securities offered or sold under this registration statement, as shall have an aggregate initial offering
price up to $500,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration
statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend
or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities
that are issuable upon conversion, exercise or exchange of other securities. In addition, the total amount to be registered and the
proposed maximum offering price are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act. |
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| (2) |
The
warrants covered by this registration statement may be warrants for Class A common stock, preferred stock, depositary shares
or debt securities. The registrant may offer warrants separately or together with one or more additional warrants, Class A common
stock, preferred stock, depositary shares, or debt securities, or any combination of those securities in the form of units. |
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| (3) |
The
rights may be issued independently or together with any other security and may or may not be transferable. |
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| (4) |
Each
depositary share will be issued under a deposit agreement, will represent an interest in fractional shares of preferred stock and
will be evidenced by a depositary receipt. |
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| (5) |
The
stock purchase contracts consist of contracts obligating holders to purchase from us, and obligating us to sell to the holders, a
specified number of shares of Class A common stock or other securities at a future date or dates. The stock purchase contracts may
be issued separately or as a part of stock purchase units consisting of a purchase contract and either shares of Class A common
stock, shares of preferred stock, the registrant’s debt securities or debt obligations of third parties, including U.S. Treasury
securities, any other security described in the applicable prospectus supplement, or any combination of the foregoing, securing the
holder’s obligations to purchase the securities under the share purchase contracts. |
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| (6) |
Units
may be issued under a unit agreement and will represent an interest in one or more securities registered under this registration
statement including shares of Class A common stock or preferred stock, debt securities or warrants, in any combination, which
may or may not be separable from one another. |
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| (7) |
The
registration fee has been calculated in accordance with Rule 457(o) under the Securities Act. |