Selling Agent or Purchasing Agent Clause Samples

Selling Agent or Purchasing Agent. Preparation of Pricing Supplement and, if applicable, Term Sheet: If the Company accepts an offer to purchase a Certificated Security, it will prepare a Pricing Supplement reflecting the terms of such Certificated Security and arrange to have delivered to the Selling Agent or Purchasing Agent, with a copy to the Trustee, as the case may be, at least ten copies of such Pricing Supplement, as provided under "Delivery of Confirmation and Prospectus to Purchaser by Selling Agent" below. If applicable, the Term Sheet reflecting the terms of such Security will be prepared by such Agent and at least 10 copies will be delivered by such Agent to the Company, with a copy to the Trustee, as provided under "Delivery of Confirmation and Prospectus to Purchaser by Selling Agent" below. The Company will arrange to have the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission's ▇▇▇▇▇ System pursuant to Rule 424 under the Act and, if applicable, will file the Term Sheet in accordance with Rule 433. Delivery of Confirmation and Prospectus to Purchaser by Selling Agent: The Selling Agent will deliver to the purchaser of a Certificated Security a written confirmation of the sale and delivery and payment instructions. In addition, the Selling Agent will deliver to such purchaser or its agent the Prospectus as amended or supplemented (including the Pricing Supplement) and, if applicable, the Term Sheet in relation to such Certificated Security prior to or together with the earlier of the delivery to such purchaser or its agent of (a) the confirmation of sale or (b) the Certificated Security.

Selling Agent or Purchasing Agent. After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the Issuing Bank will communicate such Sale Information to the Fiscal and Paying Agent by facsimile transmission or other acceptable written means. The Fiscal and Paying Agent will assign a CUSIP number to the Global Security from a list of CUSIP numbers previously delivered to the Fiscal and Paying Agent by the Issuing Bank representing such Book-Entry Security and then advise the Issuing Bank and the Selling Agent or Purchasing Agent, as the case may be, of such CUSIP number.

Selling Agent or Purchasing Agent. If the Certificated Security is repayable at the option of the holder thereof, the applicable repayment dates and repayment price; and

Selling Agent or Purchasing Agent. Any other information necessary to complete the Certificated Security.

Selling Agent or Purchasing Agent. Any other information necessary to complete the Book-Entry Security.

Selling Agent or Purchasing Agent. If the Book-Entry Security is repayable at the option of the holder thereof, the applicable repayment dates and repayment price; and

Selling Agent or Purchasing Agent. Any other information necessary to complete the form of Security.