Common use of Notice and Effect of Material Events Clause in Contracts

Notice and Effect of Material Events. Prior to the completion of the placement of the Notes by the Underwriters, evidenced by a notice in writing from the Representatives to the Issuer (which written notice must be delivered upon completion of the placement) or at any time to the extent relating primarily to the offering of the Notes, the Issuer will immediately notify the Representatives, and confirm such notice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of any filing made by the Issuer of information primarily relating to, or containing statements directly relating to, the Notes with any securities exchange or any other regulatory body in Japan or any other jurisdiction (provided, however, that such notice to the Representatives shall not be required for filings that are available on the Issuer’s website); (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the 1933 Act; (vi) of the receipt by the Issuer of any notice with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose (and the Issuer will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Preliminary Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification of the Notes and, if any such order is issued, the Issuer will use its reasonable best efforts to obtain, as soon as possible, the withdrawal thereof); (vii) of the receipt by the Issuer of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act and (viii) of any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries (considered as one enterprise) as a result of which the Time of Sale Information, the Prospectus or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Time of Sale Information, the Prospectus, or such Issuer Free Writing Prospectus are delivered to a purchaser, not misleading. In such event or if during such time (i) any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Issuer, counsel for the Issuer, the Representatives or counsel for the Underwriters, to amend or supplement the Registration Statement, the Time of Sale Information or the Prospectus in order that the Registration Statement, the Time of Sale Information or the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing or (ii) it is necessary to amend or supplement the Registration Statement, the Time of Sale Information or the Prospectus to comply with law, the Issuer will forthwith prepare and file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, an amendment or amendments of, or a supplement or supplements to, the Time of Sale Information or the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Registration Statement, the Time of Sale Information or the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading or so that the Time of Sale Information or the Prospectus, as amended or supplemented, will comply with applicable law.

Notice and Effect of Material Events. Prior to the completion of the placement of the Notes by the Underwriters, evidenced by a notice in writing from the Representatives to the Issuer (which written notice must be delivered upon completion of the placementI) or at any time to the extent relating primarily to the offering of the Notes, the Issuer The Company will immediately notify the Representatives, and confirm such notice in writing, of (ix) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of any filing made by the Issuer of information primarily relating to, or containing statements directly relating to, the Notes Company with any securities exchange or any other regulatory body in Japan or any other jurisdiction if such filing (provided, however, that such notice A) relates to the offering of the Securities and is made (or is required to be made) prior to the completion of the placement of the Securities by the Underwriters as evidenced by a notice in writing from the Representatives to the Company (which notice shall not be required for filings that are available on provided to the Issuer’s website)Company promptly after the completion of the placement) or (B) relates primarily to the offering of the Securities; and (vy) prior to the completion of such period when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the issuance 0000 Xxx) is required by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness law to be delivered in connection with sales of the Registration Statement Securities by an Underwriter or preventing or suspending the use of any of Preliminary Prospectusdealer, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the 1933 Act; (vi) of the receipt by the Issuer of any notice with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose (and the Issuer will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Preliminary Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification of the Notes and, if any such order is issued, the Issuer will use its reasonable best efforts to obtain, as soon as possible, the withdrawal thereof); (vii) of the receipt by the Issuer of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act and (viii) of any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer Company and its subsidiaries (considered as one enterpriseenterprise in the context of any offer or sale of the Securities which (i) make any statement in the Time of Sale Prospectus, the Prospectus or any free writing prospectus false or misleading in any material respect or (ii) are not disclosed in the Time of Sale Prospectus or the Prospectus. In such event or if during such period any event shall occur as a result of which it is necessary or advisable, in the reasonable opinion of counsel for the Underwriters, to amend or supplement the Time of Sale Information, Prospectus or the Prospectus in order that the Time of Sale Prospectus or any Issuer Free Writing the Prospectus as then amended or supplemented would not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Time of Sale Information, Prospectus or the Prospectus, Prospectus (or such Issuer Free Writing Prospectus are in lieu thereof the notice referred to in Rule 173(a) of the 0000 Xxx) is delivered to a purchaser, not misleading. In such event misleading or if during such time (i) any event shall occur as a result of which it is necessaryif, in the reasonable opinion of any of the Issuer, counsel for the Issuer, the Representatives or counsel for the Underwriters, to amend or supplement the Registration Statement, the Time of Sale Information or the Prospectus in order that the Registration Statement, the Time of Sale Information or the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing or (ii) it is necessary to amend or supplement the Registration Statement, the Time of Sale Information Prospectus or the Prospectus to comply with applicable law, the Issuer Company will forthwith prepare and prepare, file with the Commission and furnish furnish, at its own expense, to the Underwriters and to such the dealers as (whose names and addresses the Representatives may designatewill furnish to the Company) to which Securities have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, an amendment or amendments of, or a supplement or supplements to, (including, in each case, through incorporation by reference therein as permitted by the 1933 Act) the Time of Sale Information Prospectus or the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Registration Statement, the Time of Sale Information Prospectus or the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at when the time it Time of Sale Prospectus or the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 0000 Xxx) is delivered to a Subsequent Purchaserdelivered, not misleading or so that the Time of Sale Information Prospectus or the Prospectus, as amended or supplemented, will comply with applicable law. (II) During the period beginning on the date of the Prospectus and continuing for as long as delivery of the Prospectus may be required under applicable law, in the reasonable judgment of [insert name(s) of Representative(s)], after consultation with the Company, in order to offer and sell any Securities in Secondary Market Transactions (the “Secondary Transactions Period”), the Company shall update, supplement or amend the Prospectus, through documents subsequently filed by the Company with the Commission pursuant to the 1934 Act that are deemed to be incorporated by reference therein or otherwise, so that the Prospectus, as updated, amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence notwithstanding, the Company may elect, upon notice to [insert name(s) of Representative(s)], not to comply with this Section 3(b)(II), but only for such period or periods that the Company reasonably determines are necessary, whether (a) to enable the completion of required English-language financial statements and related disclosures following the end of each fiscal year or quarter, as the case may be, or other material English-language disclosures or (b) for any other reason that the Company recognizes as being material to Secondary Market Transactions; provided, that no such period or periods shall exceed 90 days in the aggregate during any period of 12 consecutive calendar months; and, provided, further, that the Company shall promptly notify [insert name(s) of Representative(s)] if, for any reason, it believes that the preparation and filing of the English-language disclosures contemplated in the preceding clause (a) will be materially delayed. Upon receipt of any notice of such election as described in the foregoing sentence, [insert name(s) of Representative(s)] shall cease using the Prospectus or any amendment or supplement thereto in connection with Secondary Market Transactions until it receives notice from the Company that it may resume using such document (or such document as it may be amended or supplemented).