"REGISTRATION STATEMENT" WITHOUT REFERENCE
TO A TIME MEANS EITHER REGISTRATION STATEMENT AS OF THE TIME OF THE FIRST
CONTRACT OF SALE FOR THE SECURITIES, WHICH TIME SHALL BE CONSIDERED THE
"EFFECTIVE DATE" OF THE REGISTRATION STATEMENT RELATING TO THE SECURITIES.
FOR
PURPOSES OF THIS DEFINITION, INFORMATION CONTAINED IN A FORM OF PROSPECTUS OR
PROSPECTUS SUPPLEMENT THAT IS DEEMED RETROACTIVELY TO BE A PART OF THE
REGISTRATION STATEMENT PURSUANT TO RULE 430B SHALL BE CONSIDERED TO BE INCLUDED
IN THE REGISTRATION STATEMENT AS OF THE TIME SPECIFIED IN RULE 430B.
"Statutory Prospectus" as of any time means the Base Prospectus that is included
in a Registration Statement immediately prior to that time, including any
document incorporated by reference therein as supplemented by any preliminary
prospectus supplement deemed to be a part thereof pursuant to Rule 430B or 430C
that has not been superseded or modified.
For purposes of this definition,
information contained in a preliminary or prospectus supplement that is deemed
retroactively to be a part of such Registration Statement pursuant to Rule 430B
shall be considered to be included in the Statutory Prospectus only as of the
actual time that preliminary prospectus supplement is filed with the Commission
pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act.
"Prospectus" means the Statutory Prospectus as supplemented by the final
prospectus supplement filed pursuant to Rule 424(b) that discloses the public
offering price and other final terms of the Securities and otherwise satisfies
Section 10(a) of the Securities Act.
"Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as
defined in Rule 433 ("Rule 433") under the Securities Act, relating to the
Securities in the form filed or required to be filed with the Commission or, if
not required to be filed, in the form retained in the Company's records pursuant
to Rule 433(g).
"General Use Issuer Free Writing Prospectus" means any Issuer Free Writing
Prospectus that is intended for general distribution to prospective purchasers,
as evidenced by its being specified in Schedule A to this Agreement.
"Limited Use Issuer Free Writing Prospectus" means any Issuer Free Writing
Prospectus that is not a General Use Issuer Free Writing Prospectus.
"Applicable Time" means
p.m. (New York City time) on the date of this
Agreement.
(B)
WITH RESPECT TO EACH REGISTRATION STATEMENT, AT THE TIME SUCH REGISTRATION
STATEMENT INITIALLY BECAME EFFECTIVE, AT THE TIME OF EACH AMENDMENT THERETO FOR
THE PURPOSES OF COMPLYING WITH SECTION 10(A)(3) OF THE SECURITIES ACT (WHETHER
BY POST-EFFECTIVE AMENDMENT, INCORPORATED REPORT OR FORM OF PROSPECTUS) OF THE
EFFECTIVE DATE RELATING TO THE SECURITIES, SUCH REGISTRATION STATEMENT CONFORMED
AND WILL CONFORM IN ALL MATERIAL RESPECTS TO THE REQUIREMENTS OF THE SECURITIES
ACT AND THE RULES AND REGULATIONS OF THE COMMISSION ("RULES AND REGULATIONS"),
AND DID NOT AND WILL NOT INCLUDE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
TO STATE ANY MATERIAL FACT REQUIRED
3
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING.
THE PRECEDING SENTENCE DOES NOT APPLY TO STATEMENTS IN