Common use of Revisions of Prospectus -- Material Changes Clause in Contracts

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (p) of this Section 3, if at any time during the term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Selling Agents or counsel for the Company, to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or such Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, or if it shall be necessary, in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the Securities Act or the Exchange Act, immediate notice shall be given, and confirmed in writing, to each Selling Agent to cease the solicitation of offers to purchase the applicable Notes in the Selling Agent’s capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and to cease sales of any such Notes the Selling Agent may then own as principal, and the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Prospectus or the applicable Disclosure Package comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (pi) of this Section 3, if at any time during the term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Selling Agents or counsel for the CompanyCompany and the Guarantor, to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or such Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, or if it shall be necessary, in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the Securities Act or the Exchange Act, immediate notice shall be given, and confirmed in writing, to each Selling Agent to cease the solicitation of offers to purchase the applicable Notes in the Selling Agent’s capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and to cease sales of any such Notes the Selling Agent may then own as principal, and the Company and the Guarantor will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Prospectus or the applicable Disclosure Package comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (pk) of this Section 3Section, if at any time during the term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, the Guarantor or in the reasonable opinion of counsel for the Selling Agents or counsel for the CompanyGuarantor, to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or such Disclosure Package will not include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existingexisting at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of the Company, the Guarantor or in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement, Statement or the Prospectus or any Disclosure Package in order to comply with the requirements of the Securities 1933 Act or the Exchange Act1933 Act Regulations, the Company and the Guarantor shall give immediate notice shall be given, and confirmed in writing, to each Selling Agent to cease the solicitation of offers to purchase the applicable Notes in the Selling Agent’s its capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and to cease sales of any such Notes the Selling Agent it may then own as principalprincipal pursuant to a Terms Agreement, and the Company and the Guarantor will promptly prepare and file with the Commission SEC such amendment or supplement, whether by filing documents pursuant to the Exchange 1934 Act, the Securities 1933 Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus)otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Statement and Prospectus or the applicable Disclosure Package comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (po) of this Section 3Section, if at any time during the term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Selling Agents or counsel for the Company, to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or such any Disclosure Package will not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existingexisting at the time such statements were made, or if it shall be necessary, in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the Securities Act or the Exchange 1933 Act, immediate notice shall be given, and confirmed in writing, to each Selling Agent to cease the solicitation of offers to purchase the applicable Notes in the Selling Agent’s capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and ), to cease sales of any such Notes the Selling Agent may then own as principal, and to terminate any purchase contracts for the Notes, and the Company will promptly prepare and file with the Commission NY2-736121 SEC such amendment or supplement, whether by filing documents pursuant to the Exchange Act, the Securities 1933 Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer a Company Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Prospectus or and the applicable Disclosure Package comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (pi) of this Section 3, if at any time during the term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Selling Agents or counsel for the Company, to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or such Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, or if it shall be necessary, in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the Securities Act or the Exchange Act, immediate notice shall be given, and confirmed in writing, to each Selling Agent to cease the solicitation of offers to purchase the applicable Notes in the Selling Agent’s capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and to cease sales of any such Notes the Selling Agent may then own as principal, and the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Prospectus or the applicable Disclosure Package comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (pi) of this Section 3, if at any time during the term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Selling Agents or counsel for the CompanyCompany and the Guarantor, to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or such Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, or if it shall be necessary, in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the Securities Act or the Exchange Act, immediate notice shall be given, and confirmed in writing, to each Selling Agent to cease the solicitation of offers to purchase the applicable Notes in the Selling Agent’s capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and to cease sales of any such Notes the Selling Agent may then own as principal, and the Company and the Guarantor will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Prospectus or the applicable Disclosure Package comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (pk) of this Section 3Section, if at any time during the term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Selling Agents Purchasing Agent (communicated to the Company in writing) or counsel for the Company, to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or such Disclosure Package will not include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existingexisting at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such counselcounsel (communicated to the Company in writing in the case of counsel for the Purchasing Agent), to amend or supplement the Registration Statement, Statement or the Prospectus or any Disclosure Package in order to comply with the requirements of the Securities 1933 Act or the Exchange Act1933 Act Regulations, immediate notice shall be givengiven by the Company, and confirmed in writing, to each Selling the Purchasing Agent to cease the solicitation of offers to purchase the applicable Notes in the Selling Agent’s capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and to cease sales of any such Notes the Selling Purchasing Agent may then own as principalprincipal pursuant to a Terms Agreement, and the Company will promptly prepare and and, subject to subsection (b) of this Section, file with the Commission SEC such amendment or supplement, whether by filing documents pursuant to the Exchange 1934 Act, the Securities 1933 Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus)otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Statement and Prospectus or the applicable Disclosure Package comply with such requirements. Neither the Purchasing Agent’s request for, nor the Purchasing Agent’s delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (pk) of this Section 34, if at any time during the term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Selling Agents or and counsel for the Company, to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or such Disclosure Package will not include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existingexisting at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either both such counsel, to amend or supplement the Registration Statement, Statement or the Prospectus or any Disclosure Package in order to comply with the requirements of the Securities 1933 Act or the Exchange Act1933 Act Regulations, immediate prompt notice shall be given, and confirmed in writing, to each Selling Agent the Agents to cease the solicitation of offers to purchase the applicable Notes in the Selling Agent’s their capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) agents and to cease sales of any such Notes the Selling Agent Agents may then own as principal, and the Company will promptly prepare -promptly amend the Registration Statement and file with the Commission such amendment or supplementProspectus, whether by filing documents pursuant to the Exchange 1934 Act, the Securities 1933 Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus)otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Statement and Prospectus or the applicable Disclosure Package comply with such requirements. The Agents shall, at such time as the Company shall have furnished to the Agents an amended or supplemental Prospectus satisfactory to the Agents and their counsel, resume solicitation of offers to purchase the Notes using the Prospectus as so amended or supplemented.