Ineligible Issuer

In order to qualify as a WKSI, an issuer may not be an “ineligible issuer.” Rule 405 of the Securities Act defines an “ineligible issuer” to be, among other things, an issuer that has been convicted of a felony or misdemeanor specified in certain enumerated provisions under Section 15 of the Exchange Act or an issuer that has violated the anti-fraud provision of the federal securities laws (or that are the subject of a judicial or administrative decree or order prohibiting certain conduct or activities involving the anti-fraud provisions of the federal securities laws). An ineligible issuer may not benefit from certain enhanced flexibility in offering related communications and cannot use an automatically effective shelf registration statement.