Common use of Notice of Certain Proposed Filings Clause in Contracts

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, whether by the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise; (ii) furnish the Agents with copies of any 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 information) or any filings pursuant to Section 14 of the 1934 Act, provided that the Company shall make 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 Prospectus that relates exclusively to an offering of debt securities other than Notes or (iv) any Current Report on Form 8-K filed solely for the purpose of 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 filing thereof.

Notice of Certain Proposed Filings. Except as otherwise provided in this subsection or subsection (k) Prior to the termination of this Sectionthe offering of the Notes, the Company will (i) give the Agents notice of its intention to not 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, whether by Registration Statement or the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise; Prospectus (ii) furnish the Agents with copies of any document referred to in clause except for (i) above proposed to be periodic or current reports 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 information) or any filings pursuant to Section 14 of under the 1934 Act, provided that (ii) an Excluded Supplement, or (iii) a supplement relating to an offering of Securities other than the Notes) unless the Company shall make available to has furnished each Agent copies a copy for its review prior to filing such proposed amendment or supplement. (d) Copies; Revisions of such documents promptly after Prospectus--Material Changes. During the filing thereof, and provided, further, that if any such document is to be filed in order period of time that the Prospectus does not include an untrue statement is required by law to be delivered, the Company will deliver to the Agents, without charge, as many copies of a material fact the Prospectus, as amended or omit supplemented, as the Agents may reasonably request. The Company consents to state a material fact necessary the use of the then current Prospectus, as amended or supplemented, by the Agents in connection with the offering or sale of the Notes and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company should be set forth (or incorporated by reference) in the Prospectus in order to make the statements therein not misleading therein, in light of the circumstances then existingwhen the Prospectus is delivered to a purchaser, then not misleading, or if it is necessary to supplement the Company shall give Prospectus or amend the Registration Statement to comply with law, immediate notice (prior shall be given by the Company, and confirmed in writing, to the filing of any such document) to each Agent Agents to cease solicitations the solicitation of offers to purchase the Notes in its the Agents' capacity as agent agents and to cease sales of any Notes an Agent the Agents may then own as principal principals pursuant to a Terms AgreementAgreement (and, if so notified by the Company, each Agent shall forthwith cease such solicitations and sales), and the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and forthwith file all reports and any definitive proxy statement or information statement required to be filed by the Company with the Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to the date of the Prospectus, and will deliver to the Agents, without charge, such number of copies thereof as they may reasonably request. If during such period of time any event shall occur which in the Agents' judgment should be so set forth (ii) any pricing or incorporated by reference), in the Prospectus, or which in the Agents' judgment makes it necessary to so supplement or amend the Prospectus, the Company will consult with the Agents concerning the necessity of filing with the Commission a supplement to the Prospectus Prospectus, an amendment to the Registration Statement or a report pursuant to Section 13 or 14 of the 1934 Act. (e) Blue Sky. Prior to any public offering of the Notes by the Agents, the Company will cooperate with the Agents and counsel for the Agents in connection with a sale the registration or qualification 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 Prospectus that relates exclusively to an offering of debt securities other than Notes or (iv) any Current Report on Form 8-K filed solely for the purpose of 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 filing thereof.6

Notice of Certain Proposed Filings. Except as otherwise provided in this subsection or subsection (k) of this SectionSection 4, the Company will will: (i) give the Agents Purchasing Agent notice of its intention to file (aA) any new or additional registration statement with respect to the registration of additional Notes to be distributed pursuant to this Agreement or (bB) any amendment to the Registration Statement or any amendment or supplement to the Prospectus, whether by the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise; (ii) furnish the Agents Purchasing Agent with copies of any 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 Purchasing Agent copies of documents so filed promptly upon the filing thereof; and (iv) give the Purchasing Agent 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 will promptly effect all filings necessary pursuant to Rule 424(b) of the 1933 Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the SEC and, in the event that it was not, it will promptly file such prospectus. Without limiting the generality of the foregoing, the Company will prepare, with respect to any Notes to be sold to or through the Purchasing Agent pursuant to this Agreement, a pricing supplement with respect to such Notes in a form previously approved by the Purchasing Agent. The Company will deliver such pricing supplement to the Purchasing Agent no later than 12:00 p.m., New York City time, on the same business day as the intended conveyance to investors of the pricing supplement by the Purchasing Agent and will file such pricing supplement promptly thereafter, in the manner and within the time period required by Rule 424(b)(3) (without reliance on Rule 424(b)(8)) and will take such steps as it deems necessary to ascertain promptly whether the form of pricing supplement transmitted for filing under Rule 424(b) was received for filing by the SEC and, in the event that it was not, it will promptly file such pricing supplement. The Company shall 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 to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)). Notwithstanding the foregoing, except as set forth below, the Company shall not be required to give any the Purchasing Agent notice of its intention to file, to furnish any the Purchasing Agent a copy of in advance of filing, or to make available to any the Purchasing 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 4 (including a press release containing such information) or any filings pursuant to Section 14 of the 1934 Act, provided that the Company shall make available to each the Purchasing 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 Registration Statement, the General Disclosure Package or 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 the case of this General Disclosure Package and the Prospectus, in the light of the circumstances then existing), then the Company shall give immediate notice (prior to the filing of any such document) to each the Purchasing Agent to cease sales of any Notes the Purchasing Agent may then own as principal and 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 Agreementagent, (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 Prospectus that relates exclusively to an offering of debt securities other than Notes or (iviii) any Current Report on Form 8-K filed solely for the purpose of incorporating an exhibit by reference into a registration statement except that the Company shall make available to each the Purchasing Agent any such Current Report on Form 8-K promptly after the filing thereof.

Notice of Certain Proposed Filings. Except as otherwise provided in this subsection or subsection (k) Prior to the termination of this Sectionthe offering of the Notes, the Company will (i) give the Agents notice of its intention to not 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, whether by Registration Statement or the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise; Prospectus (ii) furnish the Agents with copies of any document referred to in clause except for (i) above proposed to be periodic or current reports 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 information) or any filings pursuant to Section 14 of under the 1934 Act, provided that (ii) an Excluded Supplement, or (iii) a supplement relating to an offering of Securities other than the Notes) unless the Company shall make available to has furnished each Agent copies a copy for its review prior to filing such proposed amendment or supplement. (d) Copies; Revisions of such documents promptly after Prospectus--Material Changes. During the filing thereof, and provided, further, that if any such document is to be filed in order period of time that the Prospectus does not include an untrue statement is required by law to be delivered, the Company will deliver to the Agents, without charge, as many copies of a material fact the Prospectus, as amended or omit supplemented, as the Agents may reasonably request. The Company consents to state a material fact necessary the use of the then current Prospectus, as amended or supplemented, by the Agents in connection with the offering or sale of the Notes and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company should be set forth (or incorporated by reference) in the Prospectus in order to make the statements therein not misleading therein, in light of the circumstances then existingwhen the Prospectus is delivered to a purchaser, then not misleading, or if it is necessary to supplement the Company shall give Prospectus or amend the Registration Statement to comply with law, immediate notice (prior shall be given by the Company, and confirmed in writing, to the filing of any such document) to each Agent Agents to cease solicitations the solicitation of offers to purchase the Notes in its the Agents' capacity as agent agents and to cease sales of any Notes an Agent the Agents may then own as principal principals pursuant to a Terms AgreementAgreement (and, if so notified by the Company, each Agent shall forthwith cease such solicitations and sales), and the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and forthwith file all reports and any definitive proxy statement or information statement required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c) or 14 of the 1934 Act subsequent to the date of the Prospectus, and will deliver to the Agents, without charge, such number of copies thereof as they may reasonably request. If during such period of time any event shall occur which in the Agents' judgment should be so set forth (ii) any pricing or incorporated by reference), in the Prospectus, or which in the Agents' judgment makes it necessary to so supplement or amend the Prospectus, the Company will consult with the Agents concerning the necessity of filing with the Commission a supplement to the Prospectus Prospectus, an amendment to the Registration Statement or a report pursuant to Sections 13(a), 13(c) or 14 of the 1934 Act. (e) Blue Sky. Prior to any public offering of the Notes by the Agents, the Company will cooperate with the Agents and counsel for the Agents in connection with a sale the registration or qualification of Notes (except that a pricing supplement shall be provided to the Agent who solicits the Notes to which such pricing supplement relates)for offer and sale under the securities or Blue Sky laws of, (iii) any amendment or supplement to and the Prospectus that relates exclusively to an offering determination of debt securities other than Notes or (iv) any Current Report on Form 8-K filed solely for the purpose eligibility of 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 filing thereof.6

Notice of Certain Proposed Filings. Except as otherwise provided in this subsection or subsection (k) Prior to the termination of this Sectionthe offering of the Notes, the Company will (i) give the Agents notice of its intention to not 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, whether by Registration Statement or the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise; Prospectus (ii) furnish the Agents with copies of any document referred to in clause except for (i) above proposed to be periodic or current reports 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 information) or any filings pursuant to Section 14 of under the 1934 Act, provided that (ii) an Excluded Supplement, or (iii) a supplement relating to an offering of Securities other than the Notes) unless the Company shall make available to has furnished each Agent copies a copy for its review prior to filing such proposed amendment or supplement. (d) Copies; Revisions of such documents promptly after Prospectus--Material Changes. During the filing thereof, and provided, further, that if any such document is to be filed in order period of time that the Prospectus does not include an untrue statement is required by law to be delivered, the Company will deliver to the Agents, without charge, as many copies of a material fact the Prospectus, as amended or omit supplemented, as the Agents may reasonably request. The Company consents to state a material fact necessary the use of the then current Prospectus, as amended or supplemented, by the Agents in connection with the offering or sale of the Notes and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company should be set forth (or incorporated by reference) in the Prospectus in order to make the statements therein not misleading therein, in light of the circumstances then existingwhen the Prospectus is delivered to a purchaser, then not misleading, or if it is necessary to supplement the Company shall give Prospectus or amend the Registration Statement to comply with law, immediate notice (prior shall be given by the Company, and confirmed in writing, to the filing of any such document) to each Agent Agents to cease solicitations the solicitation of offers to purchase the Notes in its the Agents' capacity as agent agents and to cease sales of any Notes an Agent the Agents may then own as principal principals pursuant to a Terms AgreementAgreement (and, if so notified by the Company, each Agent shall forthwith cease such solicitations and sales), and the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and forthwith file all reports and any definitive proxy statement or information statement required to be filed by the Company with the Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to, the date of the Prospectus, and will deliver to the Agents, without charge, such number of copies thereof as they may reasonably request. If during such period of time any event shall occur which in the Agents' judgment should be so set forth (ii) any pricing or incorporated by reference), in the Prospectus, or which in the Agents' judgment makes it necessary to so supplement or amend the Prospectus, the Company will consult with the Agents concerning the necessity of filing with the Commission a supplement or an amendment to the Prospectus or a report pursuant to Section 13 or 14 of the 1934 Act. (e) Blue Sky. Prior to any public offering of the Notes by the Agents, the Company will cooperate with the Agents and counsel for the Agents in connection with a sale the registration or qualification 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 Prospectus that relates exclusively to an offering of debt securities other than Notes or (iv) any Current Report on Form 8-K filed solely for the purpose of 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 filing thereof.6

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, whether by the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise; (ii) furnish the Agents with copies of any 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 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 information) or any filings pursuant to Section 14 of the 1934 Act, provided that the Company Guarantor shall make 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 Prospectus that relates exclusively to an offering of debt securities other than Notes or (iv) any Current Report on Form 8-K filed solely for the purpose of incorporating an exhibit by reference into a registration statement statement, except that the Company Guarantor shall make available to each Agent any such Current Report on Form 8-K promptly after the filing thereof.