Common use of Notice of Certain Proposed Filings Clause in Contracts

Notice of Certain Proposed Filings. Except as otherwise provided in subsection (k) of this Section, the Company will give the Agents notice of its intention to file any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely for the establishment of or change in the interest rates, maturity or price of Notes or other similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by reference), whether by the filing of documents pursuant to the 1933 Act or otherwise, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed a reasonable time in advance of such proposed filing. The Company shall make no amendment or supplement to the Registration Statement, the Prospectus or the Statutory Prospectus prior to the date for the delivery of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Company such amendment or supplement is required by law. In the case of the filing of any document filed pursuant to the 1934 Act, each Agent shall have the right to suspend solicitation of purchases of the Notes until such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s agreement contained herein.

Notice of Certain Proposed Filings. Except as otherwise provided in subsection (k) During the period from and including the date of this Sectionthe Underwriting Agreement through and including the Closing Date, at or prior to the filing thereof the Company will give the Agents Representatives notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement providing relating solely for the establishment of or change in the interest rates, maturity or price of Notes or other similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by referenceDebt Securities), whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish the Agents Underwriters with copies of any such amendment or supplement or other documents proposed to be filed a reasonable amount of time in advance of prior to such proposed filing. The Company shall make no amendment filing or supplement use, as the case may be, and will not file or use any such document to which the Registration Statement, the Prospectus Representatives or the Statutory Prospectus prior to the date for the delivery of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Underwriters shall reasonably Schedule II object, unless, in the judgment of the Company or its counsel, such amendment or supplement or other document is required by necessary to comply with law. In Unless otherwise notified by the case Representatives, the Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of an offering of Debt Securities, in form and substance satisfactory to the filing of any document filed Representatives, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the 1934 Act, each Agent shall have close of business within two days following the right to suspend solicitation of purchases of the Notes until date such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s agreement contained hereinfinal terms are established.

Notice of Certain Proposed Filings. Except as otherwise provided in subsection (k) During the period from the date of this Sectionthe Underwriting Agreement to and including the Closing Date, at or prior to the filing thereof, the Company will give the Agents Representatives notice of its intention to file any additional registration statement with respect to the registration of additional Debt Securities to be covered by this Agreement, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement providing relating solely for the establishment of or change in the interest rates, maturity or price of Notes or other similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by referenceDebt Securities), whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish the Agents Underwriters with copies of any such amendment or supplement or other documents proposed to be filed a reasonable amount of time in advance of prior to such proposed filing. The Company shall make no amendment filing or supplement use, as the case may be, and will not file or use any such document to which the Registration Statement, the Prospectus Representatives or the Statutory Prospectus prior to the date for the delivery of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Underwriters shall reasonably object, unless, in the judgment of the Company or its counsel, such amendment or supplement or other document is required by necessary to comply with law. In Unless otherwise notified by the case Underwriters, the Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of an offering of Debt Securities, in form and substance satisfactory to the filing of any document filed Underwriters, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the 1934 Act, each Agent shall have close of business within two days following the right to suspend solicitation of purchases of the Notes until date such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s agreement contained hereinfinal terms are established.

Notice of Certain Proposed Filings. Except as otherwise provided in ---------------------------------- subsection (k) of this Section, the Company will give the Agents notice of its intention to file any additional registration statement with respect to the registration of additional Notes, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely for the establishment of or change in in, the interest rates, maturity or price of Notes or other similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by reference), ) whether by the filing of documents pursuant to the 1933 Act or otherwise, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed a reasonable time in advance of such proposed filing. The Company shall make no amendment or supplement to the Registration Statement, the Prospectus or the Statutory Prospectus prior to the date for the delivery of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Company such amendment or supplement is required by law. In the case of the filing of any such amendment or supplement or other document filed pursuant to the 1934 Act, the Company will furnish the Agents with copies of such amendment or supplement or other document within one day of the filing thereof. Following any such filing pursuant to the 1934 Act, each Agent shall have the right to suspend solicitation of purchases of the Notes until such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s 's agreement contained herein.

Notice of Certain Proposed Filings. Except During such period as otherwise provided a prospectus is required by law to be delivered in subsection (k) connection with sales of this Sectionthe Securities by any Underwriter or any dealer, the Company will give the Agents Underwriters notice of its intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment thereto), (ii) any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely including any revised prospectus that the Company proposes for use by the establishment of or change Underwriters in connection with the interest rates, maturity or price of Notes or other similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Securities that differs from the prospectus on file at the Commission at the time the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by reference)became effective, whether by the filing of documents or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or otherwise(iii) any document that would as a result thereof be an Incorporated Document, and will furnish the Agents Underwriters with copies of any such amendment or amendment, supplement or other documents proposed to be filed document a reasonable amount of time in advance of prior to such proposed filingfiling or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus, in each case, to which the Underwriters or counsel for the Underwriters shall reasonably object. (d) Compliance with Securities Laws; Material Changes to Prospectus. The Company shall make no will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. The Company consents to the use of the Prospectus (and of any amendment or supplement to the Registration Statement, the Prospectus or the Statutory Prospectus prior to the date for the delivery of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Company such amendment or supplement is required by law. In the case of the filing of any document filed pursuant to the 1934 Act, each Agent shall have the right to suspend solicitation of purchases of the Notes until such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s agreement contained herein.10

Notice of Certain Proposed Filings. Except as otherwise provided in subsection (k1) of this Section, the Company will (i) give the Agents notice of its intention to file or prepare any new or additional registration statement with respect to the Notes or any amendment to the Registration Statement or any amendment or supplement to the General Disclosure Package or the Prospectus (other than an amendment or supplement providing solely for the establishment of or change the specific terms of any tranche of Notes (except as to the applicable Agent(s) involved in the interest rates, maturity offer and sale of such Notes) or price the filing of Notes or other similar changes or an amendment or supplement which relates exclusively any Current Report on Form 8-K relating solely to an offering of debt securities earnings statement under the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by referenceRule 158), whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and will (ii) furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filingfiling or preparation, as the case may be, and will not file any such amendment or supplement or other documents in a form to which the Agents or counsel to the Agents shall reasonably object and (iii) give the Agents notice of the initiation of any examination pursuant to Section 8(e) of the 1933 Act relating to the Registration Statement or any new or additional registration statement relating to the Notes or the Company becoming subject to a proceeding under Section 8A of the 1933 Act in connection with the Notes. The Company shall make no pay the required SEC filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment or supplement to the Registration Statement, Statement or on the Prospectus or the Statutory Prospectus prior to the date for the delivery cover page of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Company such amendment or supplement is required by law. In the case of the filing of any document a prospectus filed pursuant to the 1934 Act, each Agent shall have the right to suspend solicitation of purchases of the Notes until such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s agreement contained hereinRule 424(b)).

Notice of Certain Proposed Filings. Except as otherwise provided in ---------------------------------- subsection (k) of this Section, the Company will give the Agents notice of its intention to file any additional registration statement with respect to the registration of additional Notes, any amendment to the Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations) or any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely for the establishment of or change in in, the interest rates, maturity or price of Notes or other similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by reference), whether by the filing of documents pursuant to the 1933 Act or otherwise, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed a reasonable time in advance of such proposed filing. The Company shall make no amendment or supplement to the Registration Statement, the Prospectus or the Statutory Prospectus prior to the date for the delivery of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Company such amendment or supplement is required by law. In the case of the filing of any such amendment or supplement or other document filed pursuant to the 1934 Act, the Company will furnish the Agents with copies of such amendment or supplement or other document within one day of the filing thereof. Following any such filing pursuant to the 1934 Act, each Agent shall have the right to suspend solicitation of purchases of the Notes until such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s 's agreement contained herein.

Notice of Certain Proposed Filings. Except as otherwise provided in subsection (k) During the period from the date of this Sectionthe Underwriting Agreement to and including the Closing Date, at or prior to the filing thereof, the Company will give the Agents Representatives notice of its intention to file any additional registration statement with respect to the registration of additional Debt Securities to be covered by this Agreement, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement providing relating solely for the establishment of or change in the interest rates, maturity or price of Notes or other similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by referenceDebt Securities), whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish the Agents Underwriters with copies of any such amendment or supplement or other documents proposed to be filed a reasonable amount of time in advance of prior to such proposed filing. The Company shall make no amendment filing or supplement use, as the case may be, and will not file or use any such document to which the Registration Statement, the Prospectus Representatives or the Statutory Prospectus prior to the date for the delivery of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Underwriters shall reasonably object, unless, in the judgment of the Company or its counsel, such amendment or supplement or other document is required by necessary to comply with law. In Unless otherwise notified by the case Underwriters, the Company will prepare a final term sheet (the "Final Term Sheet") reflecting the final terms of an offering of Debt Securities, in form and substance satisfactory to the filing of any document filed Underwriters, and shall file such Final Term Sheet as an "issuer free writing prospectus" pursuant to Rule 433 prior to the 1934 Act, each Agent shall have close of business within two days following the right to suspend solicitation of purchases of the Notes until date such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s agreement contained hereinfinal terms are established.

Notice of Certain Proposed Filings. Except as otherwise provided in ----------------------------------- subsection (k) of this Section, the Company will give the Agents notice of its intention to file any additional registration statement with respect to the registration of additional Notes, any amendment to the Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations) or any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely for the establishment of or change in in, the interest rates, maturity or price of Notes or other similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes and other than an amendment or supplement arising through incorporation by reference), whether by the filing of documents pursuant to the 1933 Act or otherwise, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed a reasonable time in advance of such proposed filing. The Company shall make no amendment or supplement to the Registration Statement, the Prospectus or the Statutory Prospectus prior to the date for the delivery of documents provided for under Section 3(d) hereof or after the date of any Terms Agreement and prior to the related Settlement Date which shall be reasonably disapproved by any Agent promptly after reasonable notice thereof unless in the opinion of counsel to the Company such amendment or supplement is required by law. In the case of the filing of any such amendment or supplement or other document filed pursuant to the 1934 Act, the Company will furnish the Agents with copies of such amendment or supplement or other document within one day of the filing thereof. Following any such filing pursuant to the 1934 Act, each Agent shall have the right to suspend solicitation of purchases of the Notes until such time as such Agent shall reasonably determine that solicitation of purchases should be resumed or such Agent shall subsequently enter into a new Terms Agreement with the Company, and any such suspension shall not be deemed a breach of such Agent’s 's agreement contained herein.