the offering thereof, together with the Base
Prospectus, is called the "Preliminary Prospectus," and the Preliminary
Prospectus and any other prospectus supplement to the Base Prospectus in
preliminary form that describes the Shares and the offering thereof and is used
prior to the filing of the Prospectus (as defined below), together with the Base
Prospectus, is called a "preliminary prospectus"; the various parts of the
Initial Registration Statement and the Rule 462(b) Registration Statement, if
any, including all schedules and exhibits thereto and including any prospectus
supplement relating to the Shares filed with the Commission pursuant to Rule
424(b) under the Securities Act and deemed by virtue of Rule 430B under the
Securities Act to be part of the Initial Registration Statement at the time of
effectiveness, each as amended at the time such part of the Initial Registration
Statement became or was deemed to become effective or such part of the Rule
462(b) Registration Statement, if any, became or hereafter becomes effective,
are hereinafter collectively called the "Registration Statement"; any "issuer
free writing prospectus" as defined in Rule 433 under the Securities Act
relating to the Shares is hereinafter called an "Issuer Free Writing
Prospectus"; the Preliminary Prospectus relating to the Shares, as amended or
supplemented immediately prior to the Applicable Time (as defined in Section
1(iii) hereof), is hereinafter called the "Pricing Prospectus"; such final
prospectus supplement, together with the Base Prospectus, in the form delivered
to the Investors, is hereinafter called the "Prospectus"; references herein to
the Preliminary Prospectus, any preliminary prospectus and the Prospectus shall
refer to both the prospectus supplement and the Base Prospectus components of
such prospectus;
and all references to the Registration Statement, the Rule
462(b) Registration Statement, the Base Prospectus, the Preliminary Prospectus,
any preliminary prospectus, the Pricing Prospectus, the Prospectus, any Issuer
Free Writing Prospectus or any amendment or supplement to any of the foregoing
shall be deemed to include the copy thereof filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR").
All references in this Agreement to the Registration Statement, the Base
Prospectus, the Preliminary Prospectus, any preliminary prospectus, the Pricing
Prospectus and the Prospectus shall include the documents incorporated by
reference or deemed to be incorporated by reference therein as of the date
hereof. The documents incorporated by reference or deemed to be incorporated by
reference into the Registration Statement, the Pricing Prospectus and the
Prospectus, at the time they were or hereafter are filed with the Commission, or
became effective under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (collectively, the "Exchange Act"),
as the case may be, complied and will comply in all material respects with the
requirements of the Exchange Act. All references in this Agreement
2
to financial statements and schedules and other information which are
"contained," "included" or "stated" in, or "part of" the Registration Statement,
the Rule 462(b) Registration Statement, the Base Prospectus, the Preliminary
Prospectus, any preliminary