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

Filing of Amendments and 1934 Act Documents. 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 Securities or any amendment, supplement or revision to any preliminary prospectus or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, 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 of which the Representatives or counsel for the Underwriters shall reasonably disapprove. 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 object. The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Securities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and will file such Final Term Sheet pursuant to Rule 433(d) within the time required by such rule. The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

Filing of Amendments and 1934 Act Documents. 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 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 Securities or any amendment, supplement or revision to either any preliminary prospectus supplement (including any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the ProspectusProspectus Supplement, 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 of to which the Representatives or counsel for the Underwriters shall reasonably disapproveobject. Neither the consent of the Underwriters, nor the Underwriters’ delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company has given will give the Representatives prompt 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 filings pursuant to the 1934 Act or 1934 Act Regulations from the Applicable Time to the Closing Time or the final Additional Closing Time, as the case may be, 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 object. The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Securities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and will file such Final Term Sheet pursuant to Rule 433(d) within the time required by such rule. The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

Filing of Amendments and 1934 Act Documents. 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 The Transaction Entities 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 Securities or any amendment, supplement or revision to either any preliminary prospectus (including 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 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 of to which the Representatives or counsel for the Underwriters shall reasonably disapproveobject. 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. The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Securities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and will file such Final Term Sheet pursuant to Rule 433(d) within the time required by such rule. The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

Filing of Amendments and 1934 Act Documents. 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 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 Securities or any amendment, supplement or revision to any preliminary prospectus or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, 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 of which the Representatives or counsel for the Underwriters shall reasonably disapprove. 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 object. The Company and the Guarantors will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Securities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and will file such Final Term Sheet pursuant to Rule 433(d) within the time required by such rule. The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

Filing of Amendments and 1934 Act Documents. 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 The Company will give the Representatives Representative notice of its intention to file or prepare any amendment to the Registration Statement (or a new registration statement relating to the Securities Notes or any amendment, supplement or revision to any preliminary prospectus (including the prospectus included in the Original Registration Statement or amendment 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 of to which the Representatives Representative or counsel for the Underwriters shall reasonably disapproveobject by written notice (which may be delivered by electronic mail) of the 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 objectreasonably object by written notice (which may be delivered by electronic mail) of the 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 Securities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 heretoNotes, and will shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433(d) within 433 prior to the time required by close of business two business days after the date hereof; provided that the Company shall furnish the Representative with copies of any such rule. The Final Term Sheet is an Issuer Free Writing Prospectus a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representative or counsel for purposes of this Agreementthe Underwriters shall reasonably object.

Filing of Amendments and 1934 Act Documents. Preparation of Final Term Sheet. During such period beginning on If, at the date of time this Agreement is executed and ending on delivered, it is necessary or appropriate for an amendment to the later of Registration Statement, or a Rule 462(b) Registration Statement, to be filed with the Closing Time Commission and become effective before the Securities may be sold, the Company will use its best efforts to cause such amendment or such date as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law Registration Statement to be delivered filed and become effective, and will pay any applicable fees in connection accordance 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”)Regulations, the 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 a new registration statement relating to the Securities 1934 Act Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations) or any amendment, supplement or revision to any preliminary either the prospectus included in the Registration Statement, the ADS Registration Statement and the 1934 Act Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and 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 of to which the Representatives or counsel for the Underwriters shall reasonably disapproveobject. 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 object. The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Securities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and will file such Final Term Sheet pursuant to Rule 433(d) within the time required by such rule. The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

Filing of Amendments and 1934 Act Documents. 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 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 Securities 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 of to which the Representatives or counsel for the Underwriters shall reasonably disapproveobject 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 objectreasonably 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 Securities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 heretoNotes, and will shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433(d) within 433 prior to the time required by close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such rule. The Final Term Sheet is an Issuer Free Writing Prospectus 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 purposes of this Agreementthe Underwriters shall reasonably object.

Filing of Amendments and 1934 Act Documents. 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 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 Securities or any amendment, supplement or revision to any preliminary prospectus or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, 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 of which the Representatives or counsel for the Underwriters shall reasonably disapprove. 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 object. The Company and the Guarantors will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Securities, in form and substance satisfactory to the Underwriters and attached as Schedule 3 hereto, and will file such Final Term Sheet pursuant to Rule 433(d) within the time required by such rule. The Each Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.