Common use of Registration Statement and Prospectus; Offering Circular Clause in Contracts

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offering of Securities registered under the Act (a REGISTERED OFFERING), you will furnish to us, to the extent made available to you by the Issuer, copies of the registration statement relating to the Securities filed with the Commission pursuant to the Act and each amendment thereto (excluding exhibits but, upon request, including any documents incorporated by reference therein), as well as copies of the Prospectus relating to such Securities. If such registration statement relates to Securities to be offered on a delayed or continuous basis pursuant to Rule 415, the term REGISTRATION STATEMENT means such registration statement as amended to the date of the Underwriting Agreement. Otherwise, the term REGISTRATION STATEMENT means such registration statement as amended at the time when it becomes effective (including the information, if any, deemed to be a part of such registration statement at the time of effectiveness pursuant to Rule 430A promulgated by the Commission under the Act) or by any post-effective amendment thereto, together with any registration statement filed by the Issuer pursuant to Rule 462(b) promulgated by the Commission under the Act. The term PROSPECTUS means the prospectus, together with a final prospectus supplement, if any, relating to the offering of the Securities, and in the form first used to confirm sales of the Securities, as amended or supplemented, except that in the case of a Two-Tranche Offering, the term Prospectus means, collectively, the U.S. prospectus (as such term is defined in the Agreement Between U.S. Underwriters and International Managers) relating to the Securities to be offered and sold in the United States and Canada to U.S. and Canadian Persons and the international prospectus relating to the Securities to be offered and sold outside the United States and Canada to persons other than U.S. and Canadian Persons, in each case, together with a final prospectus supplement, if any, and in the respective forms first used to confirm sales of the Securities, as amended or supplemented. The term PRELIMINARY PROSPECTUS means any preliminary prospectus to be used in connection with the offering of the Securities or any preliminary prospectus supplement together with a prospectus relating to the offering of the Securities. As used herein, the terms Registration Statement, Prospectus and preliminary prospectus shall include, in each case, the material, if any, incorporated by reference therein. With respect to the Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment or supplement thereto (the OFFERING CIRCULAR). The term PRELIMINARY OFFERING CIRCULAR means any preliminary offering circular to be used in connection with the offering of Securities for which no Registration Statement is filed with the Commission. We understand that it is our responsibility to examine the Registration Statement, the Prospectus, the Offering Circular, any amendment or supplement thereto relating to the offering of the Securities, any preliminary prospectus or preliminary offering circular and the material, if any, incorporated by reference therein and we will familiarize ourselves with the terms of the Securities and the other terms of the offering thereof which are to be reflected in the Prospectus or the Offering Circular and the Invitation. You are authorized to approve on our behalf any amendments or supplements to the Registration Statement, the Prospectus or the Offering Circular.

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offering of Securities registered under the Act (a REGISTERED OFFERINGRegistered Offering), you will furnish to us, to the extent made available to you by the Issuer, copies of the registration statement relating to the Securities filed with the Commission pursuant to the Act and each amendment thereto (excluding exhibits but, upon request, including any documents incorporated by reference therein), as well as copies of the Prospectus relating to such Securities. If such registration statement relates to Securities to be offered on a delayed or continuous basis pursuant to Rule 415, the term REGISTRATION STATEMENT Registration Statement means such registration statement as amended to the date of the Underwriting Agreement. Otherwise, the term REGISTRATION STATEMENT Registration Statement means such registration statement as amended at the time when it becomes effective (including the information, if any, deemed to be a part of such registration statement at the time of effectiveness pursuant to Rule 430A promulgated by the Commission under the Act) or by any post-effective amendment thereto, together with any registration statement filed by the Issuer pursuant to Rule 462(b) promulgated by the Commission under the Act. The term PROSPECTUS Prospectus means the prospectus, together with a final prospectus supplement, if any, relating to the offering of the Securities, and in the form first used to confirm sales of the Securities, as amended or supplemented, except that in the case of a Two-Tranche Offering, the term Prospectus means, collectively, the U.S. prospectus (as such term is defined in the Agreement Between U.S. Underwriters and International Managers) relating to the Securities to be offered and sold in the United States and Canada to U.S. and Canadian Persons and the international prospectus relating to the Securities to be offered and sold outside the United States and Canada to persons other than U.S. and Canadian Persons, in each case, together with a final prospectus supplement, if any, and in the respective forms first used to confirm sales of the Securities, as amended or supplemented. The term PRELIMINARY PROSPECTUS preliminary prospectus means any preliminary prospectus to be used in connection with the offering of the Securities or any preliminary prospectus supplement together with a prospectus relating to the offering of the Securities. As used herein, the terms Registration Statement, Prospectus and preliminary prospectus shall include, in each case, the material, if any, incorporated by reference therein. With respect to the Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment or supplement thereto (the OFFERING CIRCULAROffering Circular). The term PRELIMINARY OFFERING CIRCULAR preliminary offering circular means any preliminary offering circular to be used in connection with the offering of Securities for which no Registration Statement is filed with the Commission. We understand that it is our responsibility to examine the Registration Statement, the Prospectus, the Offering Circular, any amendment or supplement thereto relating to the offering of the Securities, any preliminary prospectus or preliminary offering circular and the material, if any, incorporated by reference therein and we will familiarize ourselves with the terms of the Securities and the other terms of the offering thereof which are to be reflected in the Prospectus or the Offering Circular and the Invitation. You are authorized to approve on our behalf any amendments or supplements to the Registration Statement, the Prospectus or the Offering Circular.

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offering of Securities registered under the 1933 Act (a REGISTERED OFFERINGRegistered Offering), you will furnish to us, to the extent made available to you by the Issuer, copies of the registration statement relating to the Securities filed with the Securities and Exchange Commission (the Commission) pursuant to the 1933 Act and each amendment thereto (excluding exhibits but, upon request, but including any documents incorporated by reference therein), as well as copies of the Prospectus relating to such Securities. If such the registration statement relates to Securities securities to be offered on a delayed or continuous basis pursuant to Rule 415415 under the 1933 Act, the term REGISTRATION STATEMENT Registration Statement means such registration statement as amended to the date of the Underwriting Agreement. Otherwise, the term REGISTRATION STATEMENT Registration Statement means such registration statement as amended at the time when it becomes effective (including the information, if any, deemed to be a part of such registration statement Registration Statement at the time of effectiveness pursuant to Rule 430A promulgated by the Commission under the 1933 Act) or by any post-effective amendment thereto, together with any registration statement filed by the Issuer pursuant to Rule 462(b) promulgated by the Commission under the Act). The term PROSPECTUS Prospectus means the prospectus, together with a final prospectus supplement, if any, relating to the offering of the Securities, and in the form first used to confirm sales of the Securities, as amended or supplemented, except that in the case of a Two-Tranche Offering, the term Prospectus means, collectively, the U.S. prospectus (as such term is defined in the Agreement Between U.S. Underwriters and International Managers) relating to the Securities to be offered and sold in the United States U.S. and Canada to U.S. and Canadian Persons and the international prospectus relating to the Securities to be offered and sold outside the United States U.S. and Canada to persons other than U.S. and Canadian Persons, in each case, together with a final prospectus supplement, if any, and in the respective forms first used to confirm sales of the Securities, as amended or supplemented. The term PRELIMINARY PROSPECTUS preliminary prospectus means any preliminary prospectus relating to be used in connection with the offering of the Securities or any preliminary prospectus supplement together with a prospectus relating to the offering of the Securities. As used herein, herein the terms Registration Statement, Prospectus and preliminary prospectus shall include, include in each case, case the material, if any, incorporated by reference therein. With respect to the Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment or supplement thereto (the OFFERING CIRCULAROffering Circular). The term PRELIMINARY OFFERING CIRCULAR means any preliminary offering circular to be used in connection with the offering of Securities for which no Registration Statement is filed with the Commission. We understand that it is our responsibility to examine the Registration Statement, the Prospectus, the Offering Circular, any amendment or supplement thereto relating to the offering of the Securities, any preliminary prospectus or preliminary offering circular and the material, if any, incorporated by reference therein and we will familiarize ourselves ourself with the terms of the Securities and the other terms of the offering thereof which are to be reflected in the Prospectus or the Offering Circular and the Invitation. You are authorized authorized, with the approval of counsel for the Underwriters, to approve on our behalf any amendments or supplements to the Registration Statement, Statement or the Prospectus or the Offering Circular.

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offering of Securities registered under the Act (a REGISTERED OFFERING), you will furnish to us, to the extent made available to you by the Issuer, copies of the registration statement relating to the Securities filed fled with the Commission pursuant to the Act and each amendment thereto (excluding exhibits but, upon request, including any documents incorporated by reference therein), as well as copies of the Prospectus relating to such Securities. If such registration statement relates to Securities to be offered on a delayed or continuous basis pursuant to Rule 415, the term REGISTRATION STATEMENT means such registration statement as amended to the date of the Underwriting Agreement. Otherwise, the term REGISTRATION STATEMENT means such registration statement as amended at the time when it becomes effective (including the information, if any, deemed to be a part of such registration statement at the time of effectiveness pursuant to Rule 430A promulgated by the Commission under the Act) or by any post-effective amendment thereto, together with any registration statement filed by the Issuer pursuant to Rule 462(b) promulgated by the Commission under the Act. The term PROSPECTUS means the prospectus, together with a final prospectus supplement, if any, relating to the offering of the Securities, and in the form first used to confirm sales of the Securities, as amended or supplemented, except that in the case of a Two-Tranche Offering, the term Prospectus means, collectively, the U.S. prospectus (as such term is defined in the Agreement Between U.S. Underwriters and International Managers) relating to the Securities to be offered and sold in the United States and Canada to U.S. and Canadian Persons and the international prospectus relating to the Securities to be offered and sold outside the United States and Canada to persons other than U.S. and Canadian Persons, in each case, together with a final prospectus supplement, if any, and in the respective forms first used to confirm sales of the Securities, as amended or supplemented. The term PRELIMINARY PROSPECTUS means any preliminary prospectus to be used in connection with the offering of the Securities or any preliminary prospectus supplement together with a prospectus relating to the offering of the Securities. As used herein, the terms Registration Statement, Prospectus and preliminary prospectus shall include, in each case, the material, if any, incorporated by reference therein. With respect to the Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment or supplement thereto (the OFFERING CIRCULAR). The term PRELIMINARY OFFERING CIRCULAR means any preliminary offering circular to be used in connection with the offering of Securities for which no Registration Statement is filed with the Commission. We understand that it is our responsibility to examine the Registration Statement, the Prospectus, the Offering Circular, any amendment or supplement thereto relating to the offering of the Securities, any preliminary prospectus or preliminary offering circular and the material, if any, incorporated by reference therein and we will familiarize ourselves with the terms of the Securities and the other terms of the offering thereof which are to be reflected in the Prospectus or the Offering Circular and the Invitation. You are authorized to approve on our behalf any amendments or supplements to the Registration Statement, the Prospectus or the Offering Circular.