Common use of Acceptance and Rejection of Orders Clause in Contracts

Acceptance and Rejection of Orders. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company. Delivery of Confirmation and Prospectus to Purchaser by Purchasing Agent: Subject to "Suspension of Solicitation; Amendment or Supplement" below, the Agents will deliver a Prospectus (including the Pricing Supplement) as herein described with respect to each Note sold by it. For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the applicable Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note.

Acceptance and Rejection of Orders. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company. Delivery of Confirmation and Prospectus to Purchaser by Purchasing Agent: Subject to "Suspension of Solicitation; Amendment or Supplement" below, the Agents will deliver a Prospectus (including the Pricing Supplement) as herein described with respect to each Note sold by it. For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, with a copy to the Company, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the applicable Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note.

Acceptance and Rejection of Orders. Unless otherwise agreed by the Company and the AgentsPurchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company. Preparation of Pricing Supplement: If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit H) reflecting the terms of such Note and will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will supply one copy thereof (or additional copies if requested) to the Purchasing Agent and one copy to the Trustee. The parties acknowledge that pricing and price-dependent information may, of necessity, appear only in the final Pricing Supplement and not in any preliminary pricing supplement. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee on the applicable Trade Day. The Purchasing Agent shall send such Pricing Supplement and the Prospectus, by email, telecopy or overnight express delivery (for delivery no later than 11:00 a.m., New York City time, on the Business Day following the applicable Trade Day), or shall give notification that such documents have been filed with the Commission to each Agent and Selling Group member that made or presented the offer to purchase the applicable Notes. In turn, each such Agent and Selling Group member will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement will deliver to the purchaser a notice of availability (pursuant to Rule 172 of the Securities Act) or cause to be delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group member. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to the Prospectus prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Delivery of Confirmation and Prospectus to Purchaser by Purchasing Presenting Agent: Subject to "“Suspension of Solicitation; Amendment or Supplement" ” below, the Agents will deliver a or otherwise make available the Prospectus (including the applicable Pricing Supplement) as herein described with respect to each Note sold by it, as required by applicable law. For each offer to purchase a Note solicited by an Agent or Selling Group member and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, with notification to the Company, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will will, together with such confirmation, deliver to such purchaser a notice of availability (pursuant to Rule 172 of the Securities Act) or deliver to the purchaser the Prospectus (including the Pricing Supplement) in relation to such Note. Each Agent or Selling Group member, as the case may be, will deliver to investors purchasing the Notes the Prospectus (including the applicable Pricing Supplement) in relation to such Note prior Notes to or together with the earlier of any written offer of such Note, delivery purchaser of the confirmation of sale or delivery of the NoteNotes who so requests.

Acceptance and Rejection of Orders. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company. Preparation of Pricing Disclosure Material: If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement or a Permitted Free Writing Prospectus (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Note and will have filed such Pricing Supplement or Permitted Free Writing Prospectus with the Commission in accordance with the applicable paragraph of Rule 424(b) in the case of a Pricing Supplement, or Rule 533 in the case of a Permitted Free Writing Prospectus, and will supply a copy thereof (or additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. on the Business Day immediately following the Trade Day, and one copy to the Trustee. The Purchasing Agent will cause the Pricing Disclosure Material to be delivered to each of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement or Permitted Free Writing Prospectus to each purchaser of Notes from such Agent or Selling Group member. If the Pricing Disclosure Material do not include a Pricing Supplement, the Company will prepare and file with the Commission in accordance with the applicable paragraph of Rule 424(b) a Pricing Supplement within two Business Days of the Pricing Effective Time. In each instance that a Pricing Supplement or Permitted Free Writing Prospectus is prepared, the Agents will affix the Pricing Supplement or Permitted Free Writing Prospectus to Prospectuses prior to their use. Outdated Pricing Supplements and Permitted Free Writing Prospectuses and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Delivery of Confirmation and Prospectus to Purchaser by Purchasing Agent: Subject to "Suspension of Solicitation; Amendment or Supplement" below, the Agents will deliver a Prospectus (including the Pricing SupplementSupplement or Permitted Free Writing Prospectus) as herein described with respect to each Note sold by it. For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, with a copy to the Company, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser either the Prospectus (including the applicable Pricing SupplementSupplement or Permitted Free Writing Prospectus) in relation to such Note or the notice specified in Rule 173 of the Securities Act prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note.