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 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 this subsection or subsection (k) of this Section, the Company will (i) give the Agents notice of its intention to file (a) any additional registration statement with respect to the registration of additional Notes to be distributed pursuant to this Agreement or (b) 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 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)Prospectus, whether by the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise, and will ; (ii) furnish the Agents with copies of any such amendment or supplement or other documents document referred to in clause (i) above proposed to be filed a reasonable time in advance of filing; and (iii) make available to the Agents copies of documents so filed promptly upon the filing thereof. Notwithstanding the foregoing, except as set forth below, the Company shall not be required to give any Agent notice of its intention to file, to furnish any Agent a copy of in advance of filing, or to make available to any Agent, (i) Quarterly Reports on Form 10-Q, any Current Report on Form 8-K that includes solely the financial and other information referred to in subsection (e) or (f) of this Section (including a press release containing such proposed filing. The information) or any filings pursuant to Section 14 of the 1934 Act, provided that the Company shall make no available to each Agent copies of such documents promptly after the filing thereof, and provided, further, that if any such document is to be filed in order that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances then existing, then the Company shall give immediate notice (prior to the filing of any such document) to each Agent to cease solicitations of offers to purchase the Notes in its capacity as agent and to cease sales of any Notes an Agent may then own as principal pursuant to a Terms Agreement, (ii) any pricing supplement to the Prospectus in connection with a sale of Notes (except that a pricing supplement shall be provided to the Agent who solicits the Notes to which such pricing supplement relates), (iii) any amendment or supplement to the Registration Statement, the Prospectus that relates exclusively to an offering of debt securities other than Notes or the Statutory Prospectus prior to the date (iv) any Current Report on Form 8-K filed solely for the delivery purpose of documents provided for under Section 3(d) hereof or incorporating an exhibit by reference into a registration statement except that the Company shall make available to each Agent any such Current Report on Form 8-K promptly 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 hereinthereof.

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) 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 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) 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 (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 this subsection or subsection (k) of this Section, either the Company or the Guarantor will (i) give the Agents notice of its intention to file (a) any additional registration statement with respect to the registration of additional Notes to be distributed pursuant to this Agreement or (b) 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 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)Prospectus, whether by the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise, and will ; (ii) furnish the Agents with copies of any such amendment or supplement or other documents document referred to in clause (i) above proposed to be filed a reasonable time in advance of filing; and (iii) make available to the Agents copies of documents so filed promptly upon the filing thereof. Notwithstanding the foregoing, except as set forth below, the Guarantor shall not be required to give any Agent notice of its intention to file, to furnish any Agent a copy of in advance of filing, or to make available to any Agent, (i) Quarterly Reports on Form 10-Q, any Current Report on Form 8-K that includes solely the financial and other information referred to in subsection (e) or (f) of this Section (including a press release containing such proposed filing. The Company information) or any filings pursuant to Section 14 of the 1934 Act, provided that the Guarantor shall make no available to each Agent copies of such documents promptly after the filing thereof, and provided, further, that if any such document is to be filed in order that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances then existing, then the Company or the Guarantor shall give immediate notice (prior to the filing of any such document) to each Agent to cease solicitations of offers to purchase the Notes in its capacity as agent and to cease sales of any Notes an Agent may then own as principal pursuant to a Terms Agreement, (ii) any pricing supplement to the Prospectus in connection with a sale of Notes (except that a pricing supplement shall be provided to the Agent who solicits the Notes to which such pricing supplement relates), (iii) any amendment or supplement to the Registration Statement, the Prospectus that relates exclusively to an offering of securities other than Notes or the Statutory Prospectus prior to the date (iv) any Current Report on Form 8-K filed solely for the delivery purpose of documents provided for under Section 3(d) hereof or incorporating an exhibit by reference into a registration statement, except that the Guarantor shall make available to each Agent any such Current Report on Form 8-K promptly 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 hereinthereof.