Common use of Filing of Amendments and 1934 Act Documents Clause in Contracts

Filing of Amendments and 1934 Act Documents. The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (or new registration statement relating to the Notes or any amendment, supplement or revision to any preliminary prospectus (including the prospectus included in the Original Registration Statement or amendment thereto at the time it became effective)) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Company. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Company. The Company will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Notes, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

Filing of Amendments and 1934 Act Documents. The Preparation of Final Term Sheet. During such period beginning on the date of this Agreement and ending on the later of the Closing Time or such date as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Securities by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the 1933 Act Regulations (the “Prospectus Delivery Period”), the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (or a new registration statement relating to the Notes Securities or any amendment, supplement or revision to any preliminary prospectus (including the prospectus included in the Original Registration Statement or amendment thereto at the time it became effective)) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to of which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Companydisapprove. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Companyobject. The Company will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the NotesSecurities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and shall will file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to 433(d) within the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any time required by such rule. The Final Term Sheet a reasonable amount is an Issuer Free Writing Prospectus for purposes of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel for the Underwriters shall reasonably objectthis Agreement.

Filing of Amendments and 1934 Act Documents. The Company will give the Representatives Underwriter notice of its intention to file or prepare any amendment to the Registration Statement (or new registration statement relating to the Notes Securities or any amendment, supplement or revision to either any preliminary prospectus (including the any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective)) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives Underwriter or counsel for the Underwriters Underwriter shall reasonably object by written notice (which may unless such document is required to be delivered by electronic mail) of the Representatives filed within such period pursuant to the Company1934 Act or 1934 Act Regulations). The Company has given the Representatives Underwriter notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives Underwriter notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives Underwriter or counsel for the Underwriters Underwriter shall reasonably object by written notice (which may unless such document is required to be delivered by electronic mail) of the Representatives filed within such period pursuant to the Company. The Company will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Notes, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use 1934 Act or file any such document to which the Representatives or counsel for the Underwriters shall reasonably object1934 Act Regulations.

Filing of Amendments and 1934 Act Documents. The Company Transaction Entities will give the Representatives notice of its their intention to file or prepare any amendment to the Registration Statement (or new registration statement relating to the Notes Securities or any amendment, supplement or revision to either any preliminary prospectus (including the any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective)) or to the Prospectus or any Issuer Free Writing Prospectus, whether pursuant to the 1933 Act, the 1934 Act during the period when the Prospectus is required to be delivered under the 1933 Act or pursuant to this Agreement or otherwise, and the Company Transaction Entities will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Companyobject. The Company has Transaction Entities have given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company Transaction Entities will give the Representatives notice of its their intention to make any such filing from the Applicable Time to the Closing Time (or, if later, through the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)) and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Company. The Company will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Notes, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

Filing of Amendments and 1934 Act Documents. The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (or new registration statement relating to the Notes or any amendment, supplement or revision to any preliminary prospectus (including the prospectus included in the Original Registration Statement or amendment thereto at the time it became effective)) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Company. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Company. The Company will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Notes, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

Filing of Amendments and 1934 Act Documents. If, at the time this Agreement is executed and delivered, it is necessary or appropriate for an amendment to the Registration Statement, or a Rule 462(b) Registration Statement, to be filed with the Commission and become effective before the Securities may be sold, the Company will use its best efforts to cause such amendment or such Registration Statement to be filed and become effective, and will pay any applicable fees in accordance with the 1933 Act Regulations, as soon as possible. The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement, the ADS Registration Statement or the 1934 Act Registration Statement (or new registration statement relating to including any filing under Rule 462(b) of the Notes 1933 Act Regulations) or any amendment, supplement or revision to any preliminary prospectus (including either the prospectus included in the Original Registration Statement, the ADS Registration Statement or amendment thereto and the 1934 Act Registration Statement at the time it became effective)) effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Companyobject. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or rules and regulations of the Commission under the 1934 Act Regulations within 48 hours prior to the Applicable Time; and the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Company. The Company will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Notes, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

Filing of Amendments and 1934 Act Documents. The Preparation of Final Term Sheet. During such period beginning on the date of this Agreement and ending on the later of Closing Time or such date as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Securities by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the 1933 Act Regulations (the “Prospectus Delivery Period”), the Company and the Guarantors will give the Representatives notice of its their intention to file or prepare any amendment to the Registration Statement (or a new registration statement relating to the Notes Securities or any amendment, supplement or revision to any preliminary prospectus (including the prospectus included in the Original Registration Statement or amendment thereto at the time it became effective)) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to of which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Companydisapprove. The Company has and the Guarantors have given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company and the Guarantors will give the Representatives notice of its their intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Companyobject. The Company and the Guarantors will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the NotesSecurities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and shall will file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to 433(d) within the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any time required by such rule. Each Final Term Sheet a reasonable amount is an Issuer Free Writing Prospectus for purposes of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel for the Underwriters shall reasonably objectthis Agreement.

Filing of Amendments and 1934 Act Documents. The Company will give the Representatives Underwriter notice of its intention to file or prepare any amendment to the Registration Statement (or new registration statement relating to the Notes Securities, or any amendment, supplement or revision to either any preliminary prospectus (including the any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective)) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and and, until the day that is the earlier of (x) 30 days from the date hereof or (y) the date that the Underwriter has completed its distribution of the Securities, will not file or use any such document Registration Statement (which, for the avoidance of doubt, shall not include any reports or documents filed or required to be filed by the Company under the 1934 Act or the rules and regulations promulgated thereunder) to which the Representatives or counsel for the Underwriters Underwriter shall reasonably object by written notice (which may be delivered by electronic mail) promptly. Neither the consent to nor the distribution of any amendment shall constitute a waiver of any of the Representatives to the Companyconditions of Section 5 hereof. The Company has given the Representatives Underwriter notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives Underwriter notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not file or use any such document to which the Representatives Underwriter or counsel for the Underwriters Underwriter shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Company. The Company will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Notes, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

Filing of Amendments and 1934 Act Documents. The Preparation of Final Term Sheet. During such period beginning on the date of this Agreement and ending on the later of Closing Time or such date as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Securities by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the 1933 Act Regulations (the “Prospectus Delivery Period”), the Company and the Guarantors will give the Representatives notice of its their intention to file or prepare any amendment to the Registration Statement (or a new registration statement relating to the Notes Securities or any amendment, supplement or revision to any preliminary prospectus (including the prospectus included in the Original Registration Statement or amendment thereto at the time it became effective)) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to of which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Companydisapprove. The Company has and the Guarantors have given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company and the Guarantors will give the Representatives notice of its their intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives to the Companyobject. The Company and the Guarantors will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the NotesSecurities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and shall will file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to 433(d) within the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any time required by such rule. The Final Term Sheet a reasonable amount is an Issuer Free Writing Prospectus for purposes of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel for the Underwriters shall reasonably objectthis Agreement.

Filing of Amendments and 1934 Act Documents. The Company will give the Representatives Representative notice of its intention to file or prepare any amendment to the Registration Statement (or new registration statement relating to the Notes or any amendment, supplement or revision to any preliminary prospectus (including the prospectus included in the Original Registration Statement or amendment thereto thereto, including Post-Effective Amendment No. 1, at the time it became effective)) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives Representative or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives Representative to the Company. The Company has given the Representatives Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives Representative or counsel for the Underwriters shall reasonably object by written notice (which may be delivered by electronic mail) of the Representatives Representative to the Company. The Company will prepare a final term sheet substantially in the form set forth in Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Notes, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives Representative with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives Representative or counsel for the Underwriters shall reasonably object.