Common use of Filing of Prospectus; No Stop Order Clause in Contracts

Filing of Prospectus; No Stop Order. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) in the manner and within the applicable time period prescribed for such filing by the rules and regulations (without reliance on Rule 424(b)(8)) under the Securities Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; all requests for additional information on the part of the Commission shall have been complied with to the Underwriters’ reasonable satisfaction; and no order suspending the effectiveness of such registration, and no notice of a hearing from which an order suspending such effectiveness may result, shall have been issued or given on or before the First Time of Delivery.

Filing of Prospectus; No Stop Order. The Prospectus containing Rule 430B Information shall have been filed with the Commission pursuant to Rule 424(b) in the manner and within the applicable time period prescribed for such filing by the rules and regulations (without reliance on Rule 424(b)(8)) under the Securities Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; all requests for additional information on the part of the Commission shall have been complied with to the UnderwritersRepresentatives’ reasonable satisfaction; and no order suspending the effectiveness of such registration, and no nor notice of a hearing from which an order suspending such effectiveness may result, result shall have been issued or given on or before the First Time of Delivery.

Filing of Prospectus; No Stop Order. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) in the manner and within the applicable time period prescribed for such filing by the rules and regulations (without reliance on Rule 424(b)(8)) under the Securities Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; all requests for additional information on the part of the Commission shall have been complied with to the UnderwritersRepresentatives’ reasonable satisfaction; and the Japanese Securities Registration Statement shall have become effective pursuant to the Japanese Rules and Regulations no later than December 8, 2005 and shall have remained effective at the First Time of Delivery; and no order suspending the effectiveness of such registration, and no nor notice of a hearing from which an order suspending such effectiveness may result, shall have been issued or given on or before the First Time of DeliveryDelivery .