Common use of Covenant of the Underwriters Clause in Contracts

Covenant of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and covenants with the Company that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Company, such Underwriter has not and will not use any Issuer Free Writing Prospectuses or any Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the 1933 Act. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that (i) is not an Issuer Free Writing Prospectus and (ii) (A) contains only (1) information describing the preliminary terms of the Offered Securities or their offering or (2) information that describes the final terms of the Offered Securities or their offering and that is included in the Final Term Sheet contemplated in Section 4(b) or (B) consists of any Bloomberg or other electronic communications providing certain ratings of the Offered Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Offered Securities. (b) Notwithstanding any other term of the Terms Agreement or any other agreements, arrangements, or understandings between the Company and each Underwriter, each Underwriter acknowledges, accepts, and agrees to be bound by: (1) the effect of the exercise of the UK bail-in power by the relevant UK resolution authority in relation to any Offered Securities to each Underwriter under the Terms Agreement, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Offered Securities; (ii) the conversion of all, or a portion, of the Offered Securities into shares, other securities or other obligations of the Company or another person (and the issue to or conferral on each Underwriter of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Terms Agreement; (iii) the cancellation of the Offered Securities; (iv) the amendment or alteration of the amounts due in relation to the Offered Securities, including any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period; and (2) the variation of the terms of any Terms Agreement if necessary, to give effect to the exercise of the UK bail-in power by the relevant UK resolution authority. For these purposes, the “UK bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD”) as amended from time to time, including but not limited to the Banking Xxx 0000 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of the Company (or other affiliate of such entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period) and (ii) any right in a contract governing an obligation of the Company may be deemed to have been exercised.

Covenant of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and covenants with the Company that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Company, such Underwriter has not and will not use any Issuer Free Writing Prospectuses or any Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the 1933 Act. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that (i) is not an Issuer Free Writing Prospectus and (ii) (A) contains only (1) information describing the preliminary terms of the Offered Securities or their offering or (2) information that describes the final terms of the Offered Securities or their offering and that is included in the Final Term Sheet contemplated in Section 4(b) or (B) consists of any Bloomberg or other electronic communications providing certain ratings of the Offered Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Offered Securities. (b) Notwithstanding any other term of the Terms Agreement or any other agreements, arrangements, or understandings between the Company and each Underwriter, each Underwriter acknowledges, accepts, and agrees to be bound by: (1) the effect of the exercise of the UK bailBail-in power Power by the relevant Relevant UK resolution authority Resolution Authority in relation to any Offered Securities to each Underwriter under the Terms Agreement, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Offered Securities; (ii) the conversion of all, or a portion, of the Offered Securities into shares, other securities or other obligations of the Company or another person (and the issue to or conferral on each Underwriter of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Terms Agreement; (iii) the cancellation of the Offered Securities; (iv) the amendment or alteration of the amounts due in relation to the Offered Securities, including any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period; and (2) the variation of the terms of any Terms Agreement if necessarynecessary by the Relevant UK Resolution Authority, to give effect to the exercise of the UK bailBail-in power Power by the relevant UK resolution authority. For these purposes, the “UK bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD”) as amended from time to time, including but not limited to the Banking Xxx 0000 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of the Company (or other affiliate of such entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period) and (ii) any right in a contract governing an obligation of the Company may be deemed to have been exercisedResolution Authority.

Covenant of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and covenants with the Company that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Company, such Underwriter has not and will not use any Issuer Free Writing Prospectuses or any Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the 1933 Act. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that (i) is not an Issuer Free Writing Prospectus and (ii) (A) contains only (1) information describing the preliminary terms of the Offered Securities or their offering or (2) information that describes the final terms of the Offered Securities or their offering and that is included in the Final Term Sheet contemplated in Section 4(b) or (B) consists of any Bloomberg or other electronic communications providing certain ratings of the Offered Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Offered Securities. (b) Notwithstanding any other term of the Terms Agreement or any other agreements, arrangements, or understandings between the Company and each Underwriter, each Underwriter acknowledges, accepts, and agrees to be bound by: (1) the effect of the exercise of the UK bailBail-in power Power by the relevant Relevant UK resolution authority Resolution Authority in relation to any Offered Securities to each Underwriter under the Terms Agreement, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Offered Securities; (ii) the conversion of all, or a portion, of the Offered Securities into shares, other securities or other obligations of the Company or another person (and the issue to or conferral on each Underwriter of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Terms Agreement; (iii) the cancellation of the Offered Securities; (iv) the amendment or alteration of the amounts due in relation to the Offered Securities, including any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period; and (2) the variation of the terms of any Terms Agreement if necessarynecessary by the Relevant UK Resolution Authority, to give effect to the exercise of the UK bailBail-in power Power by the relevant Relevant UK resolution authority. For these purposes, the “UK bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD”) as amended from time to time, including but not limited to the Banking Xxx 0000 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of the Company (or other affiliate of such entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period) and (ii) any right in a contract governing an obligation of the Company may be deemed to have been exercisedResolution Authority.

Covenant of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and covenants with the Company that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Company, such Underwriter has not and will not use any Issuer Free Writing Prospectuses or any Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the 1933 Act. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that (i) is not an Issuer Free Writing Prospectus and (ii) (A) contains only (1) information describing the preliminary terms of the Offered Securities or their offering or (2) information that describes the final terms of the Offered Securities or their offering and that is included in the Final Term Sheet contemplated in Section 4(b3(b) or (B) consists of any Bloomberg or other electronic communications providing certain ratings of the Offered Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Offered Securities. (b) Notwithstanding any other term of the Terms Agreement or any other agreements, arrangements, or understandings between the Company and each Underwriter, each Underwriter acknowledges, accepts, and agrees to be bound by: (1) the effect of the exercise of the UK bailBail-in power Power by the relevant Relevant UK resolution authority Resolution Authority in relation to any Offered Securities to each Underwriter under the Terms Agreement, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Offered Securities; (ii) the conversion of all, or a portion, of the Offered Securities into shares, other securities or other obligations of the Company or another person (and the issue to or conferral on each Underwriter of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Terms Agreement; (iii) the cancellation of the Offered Securities; (iv) the amendment or alteration of the amounts due in relation to the Offered Securities, including any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period; and (2) the variation of the terms of any Terms Agreement if necessarynecessary by the Relevant UK Resolution Authority, to give effect to the exercise of the UK bailBail-in power Power by the relevant UK resolution authority. For these purposes, the “UK bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD”) as amended from time to time, including but not limited to the Banking Xxx 0000 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of the Company (or other affiliate of such entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period) and (ii) any right in a contract governing an obligation of the Company may be deemed to have been exercisedResolution Authority.

Covenant of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and covenants with the Company that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Company, such Underwriter has not and will not use any Issuer Free Writing Prospectuses or any Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the 1933 Act. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that (i) is not an Issuer Free Writing Prospectus and (ii) (A) contains only (1) information describing the preliminary terms of the Offered Securities or their offering or (2) information that describes the final terms of the Offered Securities or their offering and that is included in the Final Term Sheet contemplated in Section 4(b3(b) or (B) consists of any Bloomberg or other electronic communications providing certain ratings of the Offered Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Offered Securities. (b) Notwithstanding any other term of the Terms Agreement or any other agreements, arrangements, or understandings between the Company and each Underwriter, each Underwriter acknowledges, accepts, and agrees to be bound by: (1) the effect of the exercise of the UK bailBail-in power Power by the relevant Relevant UK resolution authority Resolution Authority in relation to any Offered Securities to each Underwriter under the Terms Agreement, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Offered Securities; (ii) the conversion of all, or a portion, of the Offered Securities into shares, other securities or other obligations of the Company or another person (and the issue to or conferral on each Underwriter of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Terms Agreement; (iii) the cancellation of the Offered Securities; (iv) the amendment or alteration of the amounts due in relation to the Offered Securities, including any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period; and (2) the variation of the terms of any Terms Agreement if necessarynecessary by the Relevant UK Resolution Authority, to give effect to the exercise of the UK bailBail-in power Power by the relevant Relevant UK resolution authority. For these purposes, the “UK bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD”) as amended from time to time, including but not limited to the Banking Xxx 0000 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of the Company (or other affiliate of such entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period) and (ii) any right in a contract governing an obligation of the Company may be deemed to have been exercisedResolution Authority.