Common use of Sale of the Securities Clause in Contracts

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- relating to certain securities including the Company’s Common Stock, par value $0.10 per share (the “Common Stock”) , including a prospectus which relates to the Common Stock, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- , including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- relating to up to $ 10,000,000,000 of certain securities including the Company’s Common Stock, par value $0.10 per share (the “Common Stock”) (the amount remaining unsold under such registration statement, from time to time, including the amount of any additional common stock remaining unsold under any new registration statement filed pursuant to Rule 462(b) under the Act, is hereinafter referred to as the “Registered Securities”), including a prospectus which relates to the Common StockRegistered Securities, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock Registered Securities to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- and any registration statement filed pursuant to Rule 462(b) under the Act in connection with the foregoing, each including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the Registration Statement No. 333- relating 333-___relating to certain securities including up to $8,000,000,000 of the Company’s Common Stock, par value $0.10 per share (the “Common Stock”) ), registered thereunder (the amount remaining unsold under such registration statement, from time to time, is hereinafter referred to as the “Registered Securities”), including a prospectus which relates to the Common StockRegistered Securities, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock Registered Securities to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- 333-___, including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” ”; the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” ”; the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” ”; and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” ”. As used herein, the terms “Registration Statement,” ”, “Basic Prospectus,” ”, “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the Registration Statement No. 333- relating 333-___relating to certain securities including up to $8,000,000,000 of the Company’s Common Preferred Stock, par value $0.10 per share (the “Common Preferred Stock”) ), registered thereunder (the amount remaining unsold under such registration statement, from time to time, is hereinafter referred to as the “Registered Securities”), including a prospectus which relates to the Common StockRegistered Securities, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock Registered Securities to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- 333-___, including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” ”; the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” ”; the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” ”; and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” ”. As used herein, the terms “Registration Statement,” ”, “Basic Prospectus,” ”, “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- relating to certain securities including up to $10,000,000,000 of the Company’s Common Stock, par value $0.10 per share (the “Common Stock”), registered thereunder (the amount remaining unsold under such registration statement, from time to time, including the amount of any additional common stock remaining unsold under any new registration statement filed pursuant to Rule 462(b) under the Act, is hereinafter referred to as the “Registered Securities”), including a prospectus which relates to the Common StockRegistered Securities, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock Registered Securities to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- and any registration statement filed pursuant to Rule 462(b) under the Act in connection with the foregoing, each including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- relating to certain securities including up to $10,000,000,000 of the Company’s Common Preferred Stock, par value $0.10 per share (the “Common Preferred Stock”), registered thereunder (the amount remaining unsold under such registration statement, from time to time, including the amount of any additional preferred stock remaining unsold under any new registration statement filed pursuant to Rule 462(b) under the Act, is hereinafter referred to as the “Registered Securities”), including a prospectus which relates to the Common StockRegistered Securities, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock Registered Securities to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- and any registration statement filed pursuant to Rule 462(b) under the Act in connection with the foregoing, each including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- relating to certain securities including the Company’s Common Preferred Stock, par value $0.10 per share (the “Common Preferred Stock”) ), including a prospectus which relates to the Common Preferred Stock, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Preferred Stock to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- , including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- 333-_____ relating to certain securities including the Company’s Common Preferred Stock, par value $0.10 per share (the “Common Preferred Stock”) ), including a prospectus which relates to the Common Preferred Stock, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Preferred Stock to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- 333-_____ , including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- 333-_____ relating to up to $10,000,000,000 of certain securities including the Company’s Common Preferred Stock, par value $0.10 per share (the “Common Preferred Stock”) (the amount remaining unsold under such registration statement, from time to time, including the amount of any additional preferred stock remaining unsold under any new registration statement filed pursuant to Rule 462(b) under the Act, is hereinafter referred to as the “Registered Securities”), including a prospectus which relates to the Common StockRegistered Securities, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock Registered Securities to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- 333-_____ and any registration statement filed pursuant to Rule 462(b) under the Act in connection with the foregoing, each including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- relating to certain securities including up to $10,000,000,000 of the Company’s Common Stock, par value $0.10 per share (the “Common Stock”), registered thereunder and up to $4,000,0000 of the Company’s Common Stock registered under Registration Statement No. 333-151922 (the amounts remaining unsold under such registration statements, from time to time, including the amount of any additional common stock remaining unsold under any new registration statement filed pursuant to Rule 462(b) under the Act, is hereinafter referred to as the “Registered Securities”), including a prospectus which which, pursuant to Rule 429 under the Act, relates to the Common StockRegistered Securities, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock Registered Securities to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- , Registration Statement No. 333-151922 and any registration statement filed pursuant to Rule 462(b) under the Act in connection with the foregoing, each including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.

Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- relating to certain securities including up to $10,000,000,000 of the Company’s Common Preferred Stock, par value $0.10 per share (the “Common Preferred Stock”), registered thereunder and up to $4,000,0000 of the Company’s Preferred Stock registered under Registration Statement No. 333-151922 (the amounts remaining unsold under such registration statements, from time to time, including the amount of any additional preferred stock remaining unsold under any new registration statement filed pursuant to Rule 462(b) under the Act, is hereinafter referred to as the “Registered Securities”), including a prospectus which which, pursuant to Rule 429 under the Act, relates to the Common StockRegistered Securities, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock Registered Securities to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- , Registration Statement No. 333-151922 and any registration statement filed pursuant to Rule 462(b) under the Act in connection with the foregoing, each including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.